My Delaware Corporation Was Voided. Now What?
Discovering that your Delaware corporation has been declared void can be a shock, especially if the company is still operating. In many cases, a corporation becomes void because it failed to file its Annual Report, pay its franchise tax, or resolve other compliance obligations. Although void status can create serious legal and administrative complications, it does not always mean the business is permanently closed.
Depending on your plans for the company, you may be able to revive the corporation and restore it to good standing. Alternatively, if the business is no longer needed, you may need to resolve its outstanding obligations before formally closing it.
What “Void” Means for a Delaware Company
When a Delaware corporation is listed as “void,” its Certificate of Incorporation is no longer active with the state. The corporation has not necessarily disappeared, but it has lost the legal rights and privileges that ordinarily come with maintaining an active Delaware corporation. This status is more serious than simply being late or not in good standing.
Void status is also different from voluntarily dissolving a corporation. Dissolution is an intentional process approved by the corporation and formally documented with the state. Void status occurs administratively when the corporation fails to remain compliant. The company may still have debts, contracts, assets, shareholders, and other unresolved responsibilities despite its inactive status.
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Why Entities Become Voided
A Delaware corporation generally becomes void after it remains out of compliance with the state’s annual requirements for an extended period. These obligations continue even when the company has earned no income or is no longer actively operating. Common reasons a corporation may become void include:
- Unpaid franchise tax
- Missing annual reports
- Incorrect or incomplete filings
- Missed state notices
Void status is not typically triggered by a single missed deadline. A corporation is first considered delinquent and may lose its good-standing status. If the required penalties remain unresolved, its Certificate of Incorporation can eventually become void under Delaware law.
What Happens to a Company That Is Voided?
A voided Delaware corporation can face consequences that extend beyond its status with the state. Because the corporation is no longer active, it loses its corporate rights, powers, and privileges provided under Delaware law until it is successfully revived. The business does not automatically disappear, however, and its obligations will remain unresolved. A few of the most common consequences of void status are:
- Loss of good standing
- Contract complications
- No legal authority to conduct business
- Banking challenges
- Continuing debts and liabilities
These consequences make it important to address void status as soon as possible.
How to Revive a Voided Delaware Corporation
For starters, 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, so it is the business entity that owes the state.
The actual process to restore the company is relatively simple. The first step should always be to contact your Delaware Registered Agent to determine what caused the void status and obtain a complete calculation of the amounts owed. To revive the corporation, the company will generally need to:
- File all missing Annual Reports.
- Pay outstanding franchise taxes (and interest).
- Authorize the revival through the corporation’s board.
- Pay the applicable revival and filing fees.
Once the filing is accepted, the corporation is revived, and its corporate rights and privileges are restored. The company can then request a Certificate of Good Standing to confirm that the revival has been completed.
Closing or Dissolving a Voided Entity
Revival may not make sense if the corporation is no longer operating and its owners do not plan to use it again. However, allowing the company to remain void is not the same as formally closing it.
To properly dissolve the corporation, the owners may first need to restore it to good standing by filing missing reports, paying outstanding franchise taxes, and completing the revival process. The corporation can then settle its affairs by distributing any remaining assets and filing a Certificate of Dissolution with the Delaware Division of Corporations.
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Preventing void status is much easier and less expensive than reviving a corporation. Delaware corporations should maintain a reliable compliance process and address any errors as soon as they come up. A few helpful preventive steps include:
- File the annual report by March 1 each year
- Pay the full Delaware franchise tax on time
- Maintain an active Delaware Registered Agent
- Check your entity's status if you’re unsure
- Formally dissolve the corporation if it is no longer needed
FAQs
Is a void corporation the same as a dissolved corporation?
No. A corporation becomes void when it fails to meet Delaware requirements, such as paying franchise tax or maintaining a Registered Agent. Dissolution is a formal process used to intentionally close the corporation and wind up its affairs.
How long can a Delaware corporation remain void?
A Delaware corporation can remain void until it is revived or otherwise properly closed. However, unpaid franchise taxes, penalties, and interest may continue to create complications. Waiting can also make revival more expensive and increase the risk that the corporation’s name becomes unavailable.
Can I revive a corporation that has been void for several years?
Generally, yes. Delaware law allows corporations to be revived even after several years. The corporation must typically file the required revival documents, restore its Registered Agent, submit missing reports, and pay all back taxes and fees, often with interest.
*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 11 comments left for My Delaware Corporation Was Voided. Now What?
Zeb said: Thursday, March 27, 2025I have a Delaware LLC which has been in "revoked" status for some years. I never made any money from it and presumably it has been accumulating taxes and penalties. I have an inactive account with the registered agent, who propose they resign from that role. If they do resign, does that create a legal violation in DE for which the state would come after me? Thank you.
HBS Staff replied: Thursday, March 27, 2025Thank you for your question, and for reading our blog article. Generally, the state does not come after any past due franchise tax as their is no contact information on record with the State of Delaware.
Michael Brown said: Wednesday, December 15, 2021We have a Delaware company, incorporated in July 2013. We never used it... Zero revenue, zero expenses accept for Franchise tax and Agency fees. It is now void. What risks do we have if we just let it go. Actually me as I am listed as the Officer and Director I am a Canadian, and also any of our Canadian shareholders less than 10 shareholders. Please let me know.
HBS Staff replied: Thursday, December 16, 2021Hi Michael, we typically refer clients to an attorney to advise on internal process. If you need help officially closing your business, our filings team can help. Visit: https://www.delawareinc.com/closing-a-delaware-business/ and fill out the online form to be contacted by a member of our team.
Gaurav Jain said: Friday, August 13, 2021Hello, My company was voided on 3/1/2017. I just want to close/dissolve/cancel it like it does not exist anymore. Do I need to pay any money to state of Delaware for doing so? My company never made any money.
HBS Staff replied: Monday, August 16, 2021Hello, thank you for reading our blog. A member of our filings team will reach out to answer your questions about your voided company.
Robert Schulte said: Tuesday, July 13, 2021Can a voided DE corporation be sued?
HBS Staff replied: Tuesday, July 13, 2021Hi Robert, we suggest consulting an attorney for specifics on this matter.
Jo said: Tuesday, May 4, 2021I 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, 2021Hello 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.