Learn how to properly dissolve a Delaware corporation. Clear steps, filing requirements, fees, and tips to ensure a smooth, compliant dissolution process.

Delaware Division of Corporations – Corporate Dissolution Guide

Closing a Delaware corporation requires following a strict legal process established by the Delaware Division of Corporations. This guide explains every step clearly—what the state requires, how to complete the Certificate of Dissolution, and how to avoid common mistakes, so you can dissolve your corporation smoothly and confidently.

Why Corporate Dissolution Matters in Delaware

Dissolving a Delaware corporation involves more than discontinuing business activities. The State of Delaware requires a formal dissolution filing to ensure several legal and administrative obligations are fully satisfied, including:

• All tax obligations are completed
• Annual Franchise Tax Reports are properly filed
• Corporate records remain accurate and up to date
• The business is formally closed under the Delaware General Corporation Law

These requirements exist to protect both the corporation and the state. Paying outstanding franchise taxes and filing all missing reports ensures that your entity is in good standing at the time of dissolution.

Maintaining accurate corporate records allows Delaware to update its database correctly so the corporation is no longer responsible for future fees, notices, or statutory obligations. Completing the official closing process under the Delaware General Corporation Law is what legally terminates the corporation’s existence, not merely ceasing operations.

Why Corporate Dissolution Matters in Delaware

Requirements Before Filing a Dissolution

Before the Delaware Division of Corporations will process your Certificate of Dissolution, your corporation must complete several mandatory compliance steps. These requirements ensure that the business is in good standing and that all state obligations are fully satisfied prior to closing.

1. Pay All Franchise Taxes

Delaware requires every corporation to pay all outstanding franchise taxes through the official effective date of dissolution. This includes any unpaid balances from prior years as well as prorated amounts owed for the year in which you dissolve. Ensuring your tax obligations are fully resolved prevents the filing from being delayed or rejected, and it ensures your corporation closes in good standing.

2. File All Annual Franchise Tax Reports

In addition to paying taxes, the corporation must have all Annual Franchise Tax Reports filed and up to date. If even one report remains incomplete, the Division of Corporations will not accept your dissolution. Completing these filings ensures the state’s historical records are accurate and confirms that your company has complied with all reporting requirements prior to dissolution.

3. Confirm Information on State Records

The information you provide on the Certificate of Dissolution must match Delaware’s official records exactly. This includes the corporation’s legal name, punctuation, capitalization, and spacing. Even a minor discrepancy such as an extra space or missing comma can lead to rejection. Verifying the exact legal name in advance avoids processing issues and helps ensure that your filing is accepted immediately.

4. Determine the Effective Date

Your corporation’s internal resolution approving the dissolution must clearly state the date on which the dissolution was authorized. This is the date the Board of Directors and stockholders or unanimous stockholder consent formally voted to dissolve. This date must be included accurately on the dissolution form, as it establishes the legal timeline for tax obligations, recordkeeping, and final filings.

What Must Be Included in the Certificate of Dissolution

To be accepted by the Delaware Division of Corporations, the Certificate of Dissolution must be completed with precise, fully accurate information. Delaware reviews these filings carefully, and even small inconsistencies can lead to delays or rejection. Below are the mandatory elements that must appear on the form:

1. Exact Corporate Name

Your corporation’s legal name must match Delaware’s records exactly as they appear on file.
This includes:

• Spacing
• Capitalization
• Commas, periods, and punctuation
• Any suffixes (Inc., Corporation, Ltd., etc.)

The Division of Corporations does not make assumptions or corrections any variation, even minor, can cause the filing to be rejected. Verifying the name directly from the state database ensures 100% accuracy.

2. Original Date of Incorporation

You must list the exact date when the corporation’s original Certificate of Incorporation was filed with the state.
This date serves as the legal “start date” of the entity and is used by Delaware to confirm:

• The corporation’s identity
• Its legal status
• Its history in the state’s records

Including the wrong incorporation date is a common error that can slow down processing.

3. Date Dissolution Was Authorized

The Certificate must clearly state the official date on which dissolution was approved.
This date comes from your internal corporate actions, such as:

• A board of directors resolution
• A stockholder vote
• Unanimous written consent of all stockholders (if applicable)

This authorization date establishes the legal timeline for dissolution and must match your internal documentation.

4. Full List of Directors and Officers

Delaware requires a complete and detailed list of every director and officer serving at the time of dissolution. For each individual, you must include:

• Full legal name
• Title/position (e.g., Director, President, Secretary, Treasurer)
• Complete mailing address, including:
  • Street and number
  • City
  • State (if applicable)
  • ZIP code

Abbreviated or incomplete addresses are not accepted. Delaware requires full details to ensure accuracy in state records.

5. Authorized Officer Signature

The Certificate of Dissolution must be signed by an authorized officer under Delaware law. Acceptable signers typically include:

• President
• Secretary
• Vice President
• Authorized corporate officer designated by the board

In addition, Delaware requires that the signer’s name be printed or typed clearly below the signature. This ensures the state can verify who signed and contact the appropriate person if clarification is needed.

What Must Be Included in the Certificate of Dissolution

Filing Fees for Delaware Corporate Dissolution

Delaware has a transparent fee structure for dissolution filings:

What Happens After Filing

Once the Delaware Division of Corporations receives your Certificate of Dissolution and verifies that it is complete, accurate, and accompanied by the correct fees, the state will officially process your filing. After approval, you can expect the following:

1. A Filed, Timestamped Copy of Your Certificate of Dissolution

The state will return an official “filed” copy stamped with the date and time your dissolution was accepted.
This document serves as:

• Legal proof that your corporation has been formally dissolved
• Confirmation that the entity is no longer active in Delaware
• Evidence needed for banks, vendors, partners, and government agencies

This stamped copy is essential for recordkeeping and should be stored securely with your corporate documents.

2. Optional Certified Copy

If you need a more formal, state-sealed record of your dissolution, Delaware allows you to request a certified copy at the time of filing or afterward.

A certified copy is often required for:

• Tax audits or verification
• Closing international branches
• Foreign qualifications in other states
• Legal disputes involving past activities of the corporation

Ordering a certified copy upfront can save time if you anticipate needing it later.

3. Post-Filing Considerations

After dissolution is accepted, the corporation:

• No longer owes annual franchise taxes to Delaware
• Is removed from the state’s active corporate registry
• Should notify banks, vendors, and partners of its closure
• Must retain final records for future legal or tax needs

Although Delaware recognizes your corporation as dissolved, you may still have administrative responsibilities outside the state, depending on where the business operated.

Common Mistakes to Avoid

Many dissolution filings are delayed or rejected due to preventable errors. Avoiding these mistakes will help ensure a smooth and efficient process.

1. Using a Corporate Name That Doesn’t Match State Records

Even a single typo, missing comma, or incorrect spacing can cause Delaware to reject your form. The name must match state records exactly.

2. Filing Before Taxes and Annual Reports Are Completed

Delaware will not process the dissolution if:

• Franchise taxes are unpaid
• Annual Franchise Tax Reports are missing

Always verify compliance before submitting the form.

Common Mistakes to Avoid

3. Omitting Required Director or Officer Address Details

The Certificate of Dissolution requires complete addresses, including:

• Street number
• Street name
• City
• ZIP code

Incomplete or abbreviated addresses often lead to rejection.

4. Forgetting to Print or Type the Signer’s Name Below the Signature

Delaware requires the authorized officer’s typed or printed name underneath the signature for verification. Missing this detail is one of the most common filing errors.

5. Sending the Wrong Payment Amount or Incorrect Check Format

Your payment must:

• Match the exact filing fee
• Include additional page fees if applicable
• Be made payable to the Delaware Secretary of State
• Be complete and properly signed

Incorrect payments cause immediate processing delays.

Conclusion

Dissolving a Delaware corporation is a structured legal process, and completing the Certificate of Dissolution accurately is essential. By ensuring taxes and reports are filed, verifying corporate details, and submitting the correct form and fees, you can close your corporation cleanly and in full compliance with Delaware law.