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Dissolve a Corporation with Certificate of Dissolution
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Dissolve a Corporation with Certificate of Dissolution

By Jeremy Reed Tuesday, March 28, 2017

Dissolve a Corporation with a Certificate of Dissolution

 a certificate of dissolution

After you have made the difficult decision to dissolve your Delaware corporation, there are a number of things you must do next in order to formally close your company. Make a checklist and make sure you:


  • Have a meeting of the Board of Directors and pass a resolution to dissolve the company
  • Have a meeting of the shareholders and resolve to dissolve the company
  • file final tax returns, state and federal
  • liquidate your company’s assets
  • close your business bank accounts
  • file a Certificate of Dissolution with the state of Delaware



Your corporation is not legally dissolved until you have filed a Certificate of Dissolution with the state.


A filing specialist can assist you in obtaining the information required to assess your final Delaware Franchise Tax, which is necessary in order to complete the dissolution of your corporation.


Once the Certificate of Dissolution is prepared, an officer of your corporation will need to sign it.


Upon filing, the state will stamp and approve the document. Once these steps are complete, your corporation will be officially dissolved.


Close a Corporation without filing a Certificate of Dissolution


Some corporation owners do not want to pay the expense of filing the Certificate of Dissolution. There is an alternative to dissolving your corporation via Certificate of Dissolution—you can tell your Registered Agent to resign as the agent with the state.


Once your Registered Agent files a Certificate of Resignation, the state of Delaware removes the Registered Agent and your corporation is no longer in good standing, causing it to go void after 30 days.


Once this occurs, your company will be void and your company name becomes available in the state’s database for another business owner to choose.


Once your Registered Agent resigns, your corporation’s Franchise Tax will stop accruing. It is vital that you tell your Registered Agent to resign.


If your Registered Agent does not resign and you simply stop doing business and ignore your late Tax notices, your company will continue to receive Franchise Tax notices as well as accumulate late fees and interest.


There is a fee associated with Harvard Business Services, Inc. resigning as your Delaware Registered Agent; please feel free to reach out to us for more information or any questions.


More By Jeremy Reed


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There are 4 comments left for Dissolve a Corporation with Certificate of Dissolution

alvaro bacca says: Friday, April 14, 2017

Hello, I need to do this, what is the contact email I can use to write to you? Thank you

HBS Staff replied: Monday, April 17, 2017


D says: Wednesday, March 29, 2017

Wish I need read this earlier! I just sent my payment in of $200.00 to close my LLC. Some times you learn by paying.

HBS Staff replied: Friday, March 31, 2017

You can always call us or check our blog archive for this type of information. Thanks for reading!

Diep says: Thursday, February 9, 2017

I want to make my company in Delaware dormant, and will revise it after 2-3 years. How do I make?

HBS Staff replied: Monday, February 13, 2017

It would be easiest to answer your question if you call one of our experienced specialists so they can answer any questions you have. 1-800-345-2677.

Filip Hruska says: Monday, March 7, 2016

Hello, what is the fee for Closing a Corporation without filing a Certificate of Dissolution and what are the total costs thereof? Thank you very much, Filip Hruska

HBS Staff replied: Tuesday, March 15, 2016

Filip, please call our Customer Support team at 1-800-345-2677 during business hours, Monday - Friday, and someone will gladly answer your question.

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