Learn how to file a Delaware LLC Certificate of Cancellation. Requirements, steps, fees, and expert guidance for a smooth and compliant dissolution.

Delaware LLC Certificate of Cancellation – Complete Filing Guide

Canceling a Delaware LLC requires following a precise legal process set by the Delaware Division of Corporations. Filing the Certificate of Cancellation formally ends the LLC’s existence and closes all state obligations. This guide walks you through every requirement such as taxes, fees, form details, filing steps, and common mistakes to help ensure your cancellation is processed quickly and without delays.

1. State Requirements Before Filing the Cancellation

Delaware requires several steps to be completed before your Certificate of Cancellation can be submitted. Failing to complete any of these requirements may result in processing delays or outright rejection of your filing. Preparing early ensures your cancellation is accepted the first time.

Pay All Outstanding Taxes

Delaware law requires all annual taxes associated with the LLC to be paid through the effective date of cancellation. This means you must clear any outstanding franchise taxes or fees before the state can finalize the cancellation.
It is strongly recommended to contact the Franchise Tax Section to confirm:

The remaining balance
The amount owed for the current year
Any adjustments or penalties

If you prefer not to handle this part on your own, FastFile can assist with paying your Delaware franchise taxes as a standalone service. Simply let us know, and we’ll take care of it for you—quickly and accurately.

Filing Fee Requirement

The Delaware Certificate of Cancellation requires a $220 filing fee. If you wish to request a certified copy of the filed document often useful for legal, tax, or administrative purposes you may include payment for that additional service. Ensuring the correct filing fee is enclosed with your form is critical to having your filing processed without delay.

Check Payment Instructions

When submitting your cancellation filing, payment must be made directly to the Delaware Secretary of State. Delaware is very strict about check formatting, so it’s important that your check is written correctly, signed properly, and made out for the exact required amount without any errors or alterations. Incorrect or incomplete payments are one of the most common reasons filings are delayed or returned.

Cover Letter Requirement

Every submission must include a cover letter. This letter ensures the Delaware Division of Corporations can quickly reach you if clarification or additional documentation is needed.

Your cover letter must include:

Full name of the contact person
Mailing address
Telephone number or fax number

This small but essential requirement helps avoid communication delays and ensures your filing moves smoothly through the review process.

Legible Execution Requirement

The Certificate of Cancellation must be properly signed by an authorized person. Delaware requires that all execution blocks be:

Clearly written
Legible
Supported by a typed or printed name directly below the signature

Without a typed or printed name, the filing may be considered incomplete. Maintaining clarity in the execution section ensures that the state can verify the authority of the person signing.

State Requirements Before Filing the Cancellation

2. Required Information for the Certificate of Cancellation

To be accepted, the Certificate of Cancellation must be completed with precise and accurate information. Delaware reviews this form carefully, and errors typically result in returned filings. The following fields are mandatory:

LLC Legal Name

You must provide the exact legal name of the LLC exactly as it appears in Delaware’s official records. This includes identical:

Spelling
Capitalization
Punctuation

Date of Certificate of Formation Filing

This section requires you to list the original filing date of the LLC’s Certificate of Formation. This is the date on which the LLC was officially created in Delaware and recognized as a legal entity. Providing this date allows the Division of Corporations to quickly locate your company in their system and confirm that the cancellation request aligns with the LLC’s historical records.

Authorized Person Signature

Delaware requires the Certificate of Cancellation to be signed by an authorized person, as defined under Delaware’s LLC Act. This may be a manager, member, or another individual formally empowered to execute documents on behalf of the LLC. To meet Delaware’s execution standards, this section must include:

A clear and legible signature from the authorized person
The signer’s full printed or typed name placed directly beneath the signature
The signer’s official title or capacity, such as “Manager,” “Member,” or “Authorized Person”

The state requires the printed name to confirm identity and authority. Illegible handwriting, missing titles, or signatures without printed identification are among the most common reasons cancellation filings are returned. Ensuring this section is completed neatly and accurately helps guarantee the cancellation is approved without additional back-and-forth communication.

3. Step-by-Step Filing Instructions

Canceling a Delaware LLC requires completing each step carefully to ensure your filing is accepted without delays. The process is straightforward, but accuracy matters at every stage. The instructions below walk you through each step, providing additional clarity to help you prepare and submit your Certificate of Cancellation correctly.

Step 1: Prepare the Certificate of Cancellation

Begin by completing the Certificate of Cancellation form with your LLC’s exact legal name and the original filing date of the Certificate of Formation. Ensure that the name matches the State’s records precisely letter for letter and punctuation included. An authorized person must sign the form, and their printed or typed name and title must appear clearly beneath the signature.

Step 2: Confirm Tax Compliance

Delaware requires all annual taxes to be paid through the effective date of cancellation. Contact the Franchise Tax Section to verify the LLC’s tax status and confirm that no outstanding balance remains.

Tax-related issues are one of the most common reasons cancellation filings are delayed. Ensuring that all taxes are fully paid before submission helps your cancellation move forward without complications or additional follow-ups from the state.

Step 3: Prepare Cover Letter

A cover letter must accompany your filing. This letter should include:

Your full name
Mailing address
Telephone number or fax number

The cover letter acts as the state’s direct point of contact. If Delaware has any questions or needs clarification, they will reach out to the information listed in the letter. Providing accurate and up-to-date contact details ensures your filing remains on track and helps avoid unnecessary communication delays.

Step 4: Prepare Filing Fee Payment

Prepare your payment in the form of a check for the $220 filing fee, and ensure it is made payable to: “Delaware Secretary of State.”

If you want a certified copy of the filed document, include the additional fee in the same check.
Make sure your check is:

Signed
Dated
Written clearly
Written for the exact required amount

Even small errors on the check such as misspelling the payee or writing the wrong amount can result in your filing being returned.

Step-by-Step Filing Instructions

Step 5: Submit Filing

Assemble your full filing package, which includes:

The completed Certificate of Cancellation
Your cover letter
Your check for the filing fee
Any additional fee for certified copies

Send your package to the Delaware Division of Corporations using a reliable delivery method.
If you require faster processing, you may request expedited service for an additional fee. Delaware offers multiple expedited options depending on how quickly you need the cancellation finalized.

Step 6: Receive Filed Certificate

Once your filing is reviewed and approved, Delaware will issue and mail back a stamped “Filed” copy of your Certificate of Cancellation. This stamped document serves as official proof that your LLC has been formally canceled and is no longer on record as an active Delaware entity.

If you ordered a certified copy, it will be included in the return package. Be sure to store these documents safely, as they may be required for closing accounts, completing tax filings, or proving cancellation to third parties.

4. What Happens After Delaware Accepts the Filing?

The LLC becomes officially canceled

Once Delaware approves your Certificate of Cancellation, the LLC is legally cancelled and no longer recognized as an active business entity within the state. This marks the official end of the company’s existence under Delaware law.

All future Delaware taxes and annual fees stop

After cancellation, the LLC no longer owes franchise taxes, annual report fees, or any recurring compliance obligations. All financial responsibilities to Delaware end as of the effective cancellation date.

You receive a stamped “Filed” copy as official proof

Delaware will mail an official stamped Certificate of Cancellation, confirming that the state has accepted and recorded your filing. This document serves as permanent legal evidence of dissolution.

You must keep the filed document in your records

The stamped copy should be stored with your business’s permanent records. Banks, tax agencies, accountants, and other states may request proof of cancellation during audits, closures, or compliance reviews.

Other states may require additional steps

If your LLC was registered or operated in other states, dissolving it in Delaware does not automatically end obligations elsewhere. You may still need to close foreign registrations, tax accounts, or licenses depending on each state’s rules.

5. Common Mistakes to Avoid

Using an LLC name that doesn’t match Delaware’s records

Many filings are rejected because the LLC name is entered incorrectly. Delaware requires the legal name to match its records exactly including spelling, punctuation, spacing, and entity suffix (LLC or L.L.C.). Even a minor difference can delay your cancellation, so it’s essential to verify the exact name before submitting the form.

Failing to pay all outstanding taxes before filing

Delaware will not approve a cancellation if any franchise taxes or annual obligations remain unpaid. Submitting your form without confirming tax compliance leads to processing delays and additional correspondence from the state. Always contact the Franchise Tax Section to confirm your balance before filing.

Submitting payment with errors

A large number of filings are returned because the check is written incorrectly, submitted for the wrong amount, or made payable to the wrong entity. Delaware requires checks to be made payable to “Delaware Secretary of State” and written for the exact filing fee. Any errors in payment will pause your filing until corrected.

Omitting or forgetting the required cover letter

Every filing must include a cover letter with your name, mailing address, and phone or fax number. Delaware uses this information to contact you if clarifications are needed. Missing this letter can slow down processing and result in the filing being placed on hold.

Common Mistakes to Avoid

6. Why Work With FastFile – Your Trusted Delaware Filing Partner?

Expert Handling of All Delaware Requirements

FastFile ensures your paperwork meets every requirement set by the Delaware Division of Corporations from accurate LLC names to proper execution formatting – eliminating mistakes that often cause filings to be rejected. This level of precision helps your cancellation move through the state system quickly and without complications.

Thorough Tax Compliance Check

We verify your Delaware franchise tax status before filing to ensure you have no unpaid balances that could delay approval. By catching issues early, FastFile saves you time and prevents last-minute surprises that slow down the cancellation process.

Professionally Prepared Filing Package

Your Certificate of Cancellation, cover letter, and payment details are all prepared by experienced filing specialists who understand Delaware’s strict submission standards. This creates a clean, complete package that the state can process efficiently, reducing back-and-forth communication.

Accurate Payment Processing

FastFile ensures your check is completed correctly, payable to the exact required entity, and written for the proper fee amount. This helps prevent common payment errors that cause the state to return or reject filings unnecessarily.

Conclusion

Filing a Delaware LLC Certificate of Cancellation is a critical step in formally ending your company’s existence. Whether you choose to handle the filing yourself or rely on a trusted partner like FastFile, following the guidelines in this guide will help you complete your Delaware LLC cancellation efficiently and correctly.

Delaware Division of Corporations – Certificate of Cancellation LLC