Dissolve a Corporation in Delaware

People often ask, "Why go through the formal process of dissolving a corporation instead of simply leaving the company behind?"

Dissolving a business ends the corporation's responsibility for future annual Franchise Tax payments and Registered Agent Fees. Please note: The information on this page pertains to Delaware Corporation dissolutions. If you have a Delaware LLC you wish to close, please see our "Cancellation Process for a Delaware LLC" page.

Since the corporate dissolution filing is difficult to reverse, business owners generally prefer to speak with a tax professional or accountant before beginning the company dissolution process.

Those that would like to proceed to dissolve a Delaware corporation will need to pay a company dissolution fee, file all Franchise Tax reports and pay all Franchise Taxes due, including any late penalties and interest before the company can be dissolved.

Generally, if a corporation has a bank account, the business will often close the bank account before filing the Certificate of Dissolution.

The Dissolution of Corporation Process

To dissolve your business it requires shareholder approval. Therefore, the board of directors will need to call meeting to take vote before proceeding with the dissolution process. Once approved, a Certificate of Dissolution, called Articles of Dissolution in some other states, must be issued by the State of Delaware in order to formally dissolve a corporation.

Once you contact us and your payment is submitted, we will prepare all the necessary Delaware corporation dissolution documentation and submit it to you by email or fax for your signature.

It is important to note that the dissolution documentation must be signed by an officer of the corporation. After it's signed and returned to us by mail, email or fax, the Certificate of Dissolution will be filed with the state of Delaware within 24 hours.

The State of Delaware typically takes three to five business days to return the receipt of filing. Once we receive it, we will forward the Certificate of Dissolution to you by email for your records.

If your company was qualified to do business in other states, you can file this simultaneously with Harvard Business Services to file the proper dissolution documents in that particular state.

You will need to wrap up any outstanding affairs and make sure you notify, employees, suppliers, clients, and any other creditors before you distribute any remaining assets, often base on business ownership. As your corporation is settling any debts and obligations, ensure that you have the means to settle any pending legal disputes that your company is involved in.

If the corporation has filed taxes with the IRS, a closing tax return will generally need to be filed after receiving the Certificate of Dissolution; attach the Certificate of Dissolution to the final tax return.

If you need assistance filing a closing tax return, please consult a tax professional or accountant.

Once all your debts are paid, the final step to dissolve a company is to distribute any remaining assets to the shareholders. This distribution is often based on the structure of the company. A common solution is to divide up the remaining cash by the number of shares and distribute that amount proportionately to shareholders based on the number of shares they own.

For more information on how to dissolve a company, or to begin the corporate dissolution process, please contact our helpful staff by phone (800-345-2677), email or live chat, and we'll be happy to assist.