My Delaware Corporation Was Voided. Now What?


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

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