Cancellation Process for a Delaware LLC

EMAIL US TO CANCEL AN LLC questions? chat with us.

Please note: The information on this page pertains to Delaware LLCs. If you have a Delaware corporation you wish to close, please see our "Dissolving a Corporation" page.

At some point, a business venture may find it necessary to cancel (or close) its LLC.

There are a couple ways to initiate this process.

Option One: Unanimous vote or majority vote stipulated by Operating Agreement

  • Ownership must vote unanimously to cancel the LLC
  • Your LLC Operating Agreement may state that a particular percentage of LLC members can be in agreement to cancel the LLC.

Typically, the first thing business owners will want to do is talk to a tax professional and/or attorney to determine if cancelling the LLC is the best option for the company. If the circumstances call for the LLC to be cancelled, it is best to then consult your LLC Operating Agreement, which usually outlines your cancellation process.

However, when canceling a Delaware LLC, Delaware law offers another option:

Option Two: Vote by 2/3 of ownership interest

  • Delaware LLC Law allows the LLC members who collectively own more than two-thirds of the company to agree by vote to cancel the LLC.

Before cancelling your LLC

Before cancelling your LLC, you should typically terminate all your LLC’s business affairs, such as:

  • Pending lawsuits
  • Asset allocation
  • State and federal taxes
  • Settle and close any outstanding business of the LLC
  • Sell or disseminate the LLC's property
  • Settle any liabilities the LLC may be facing, such as creditors' claims, loans or contracts
  • If your LLC has been registered to operate in other states, you must file additional forms in each of those states to terminate your Foreign Qualification

Franchise Tax Fees:

Business Bank Account:

  • It is typically wise to close your LLC’s bank account before you file the Certificate of Cancellation; however, keep in mind there are fees associated with closing the LLC.

The most important step in the Delaware LLC cancellation process is to file a Certificate of Cancellation.

Steps to File a Certificate of Cancellation

  1. Prepare the Certificate of Cancellation.
  2. One member (owner) of the LLC must sign the Certificate of Cancellation.
  3. Pay the cancellation fee and the current year's Delaware Franchise Tax Fee.
  4. File the Certificate of Cancellation.

Please keep in mind that once a Delaware LLC is canceled, the company name becomes available for anyone else in the state to utilize.

The Safest, Most Efficient Way to Cancel Your Delaware LLC

Harvard Business Services, Inc. can help you cancel your Delaware LLC in a professional and prompt manner. After you contact us in regard to cancelling your Delaware LLC and you submit your payment, we will expertly assemble the required paperwork and forward it to you via email or fax for your signature.

After you sign and return it to us by fax, mail or email, we will file the Certificate of Cancellation with the Delaware Secretary of State within 24 hours.

The Delaware Division of Corporations generally takes three to five (3-5) business days to return the receipt of filing to us; once we receive it, we immediately forward it to you via email for your records.





It is very important to complete the cancellation process of your Delaware LLC. If you do not legally and officially cancel your LLC, your company will continue to be held responsible for the annual Delaware Franchise Tax Fee as well as your LLC's annual Registered Agent Fee until either the Registered Agent resigns or until the state of Delaware voids the company.

After cancelling your LLC

What Else Should You Do?

Since 1981, Harvard Business Services, Inc. has helped form 231,840 Delaware corporations and LLCs for people all over the world.

Registered Agent Service

Harvard Business Services, Inc. guarantees your annual Delaware Registered Agent Fee will remain fixed at $50 per company, per year, for the life of your company.