My Delaware Corporation Was Voided. Now What?

By Amy Fountain Tuesday, September 22, 2020

What Happens If Your Delaware Company is Voided?

In order to keep a business entity in good standing status in the state of Delaware, an annual Franchise Tax Fee must be paid. The tax amounts and due dates vary, depending on the business entity type. 

However, the consequence for not paying the Franchise Taxwhat happens if your delaware corporation is voided Fee remains the same; the state of Delaware will take action against the business entity.

For example, a corporation that does not file and pay its annual Franchise Tax report for two years in a row will automatically be voided by the state.

An LLC (limited liability company) or LP (limited partnership) that does not pay its Franchise Tax Fees for three years in a row will be cancelled by the state. 

What Does It Mean to Have a Business Entity Voided by the State of Delaware?

There are several ill effects of a voided or cancelled business entity. The Delaware Secretary of State will not issue any type of certificates, such as a Certificate of Good Standing, for the company.

Generally, the activities of the business will remain in effect, such as any contracts or agreements established during the voided period.  However, the company name becomes available in the Delaware database, and anyone else can form a new company with that name.

Unfortunately, many people end up facing this situation when it comes to taking care of the annual obligations for their business entities. They know there are mandatory payments, but daily life interferes before they realize they have missed the due dates, and as a result their entity has been voided.

What To Do If Your Company Has Been Voided

First, don’t panic. The state will not pursue you, personally, for the outstanding Franchise Tax fees. The Franchise Tax Fees are imposed on the business entity itself, thus it is the business entity that owes them to the state. 

Second, the process to restore the company is relatively simple. Formal renewal documents should be filed with the Secretary of State, and the past due Franchise Taxes, late penalties and interest fees need to be paid.

Once the renewal documents and appropriate fees have been successfully submitted and then approved by the Secretary of State, the business entity is restored—it is as if the company was never voided or cancelled. 

If you need to renew your Delaware business entity, contact us and we will gladly research your specific situation and provide you with guidance in order to reinstate your company as swiftly as possible. You can call us at 800-345-2677 or email us at info@delawareinc.com.

*Disclaimer*: Harvard Business Services, Inc. is neither a law firm nor an accounting firm and, even in cases where the author is an attorney, or a tax professional, nothing in this article constitutes legal or tax advice. This article provides general commentary on, and analysis of, the subject addressed. We strongly advise that you consult an attorney or tax professional to receive legal or tax guidance tailored to your specific circumstances. Any action taken or not taken based on this article is at your own risk. If an article cites or provides a link to third-party sources or websites, Harvard Business Services, Inc. is not responsible for and makes no representations regarding such source’s content or accuracy. Opinions expressed in this article do not necessarily reflect those of Harvard Business Services, Inc.

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There are 7 comments left for My Delaware Corporation Was Voided. Now What?

Jo said: Tuesday, May 4, 2021

I am a non US resident. I formed a Delaware LLC two years ago which never did business but I still paid $300 for its annual tax the first year. Now I just couldn’t afford to pay for it anymore. Will I get sued for not paying?

HBS Staff replied: Tuesday, May 4, 2021

Hello Jo,

Thank you for reading our blog. If you do not pay the annual Franchise Tax for three consecutive years the LLC will go into a void status with the State of Delaware.

George deren said: Wednesday, April 7, 2021

We formed a corporation in Delaware - SentryBlue Group, inc. It did no business but we paid the franchise taxes for several years and then we haven’t paid in several years because it had no income or revenues. The franchise taxes we did pay we’re the minimum required by Delaware. We now wish to restore its good standing and to do that we’ll have to pay the minimum, etc. can you tell me what is necessary for you to represent us as our agent to get SentryBlue in good standing. Thank you.

HBS Staff replied: Thursday, April 8, 2021

Hello George,

Thank you for reading our blog. We are happy to assist you with your request and will reach out to you to further assist.

Sandra Vrolij said: Wednesday, April 7, 2021

From CSC I received this message: You are now VOID, ANNUAL REPORT AND FRANCHISE TAX DELINQUENT. I want to shut the company down, so can I just leave it at this or does this mean that I am now a tax delinquent myself and I can't visit the US anymore I am European. Thank you very much in advance!

HBS Staff replied: Thursday, April 8, 2021

Hi Sandra,

A "void" status for a Delaware company means the company is no longer in Good Standing with the State of Delaware. It you wish to formally close the entity via a Certificate of Dissolution/Cancellation the company woud need to file a Certificate of Renewal and pay all the past due and current year Delaware Franchise Tax and simultaneously file the Certificate of Dissolution/Cancellation. We would be happy to provide a quote and will reach out to you.

 

Jack said: Sunday, March 28, 2021

My corporation was voided. If I form it again with the same name can I still use the same corporate bank accounts and treat its assets as property of the newly formed corporation with the same name and principals? If I delay longer and someone takes my corporation name can I still renew and restore it?

HBS Staff replied: Thursday, April 8, 2021

Hello Jack,

For more information regarding your Bank Accounts & Assets it would be best to speak with your Bank and with your Accountant. You can only Renew or form a brand new company with the same name if the company name is available. 

Victor Ariama said: Friday, March 26, 2021

I had a Delaware company a few years ago and my account and stripe got closed because of my association with crypto. I need help knowing it's status and what my obligations are.

HBS Staff replied: Thursday, April 8, 2021

Hello Victor,

Thank you for reading our blog. We are happy to reach out to you with more information on how to renew your company.

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