Dissolve a Delaware LLC or corporation

File with the Delaware Department of State, after the Delaware Division of Corporations clears your taxes.

The catch

Delaware's own schedule labels dissolution and cancellation 'plus taxes', so the franchise tax bill arrives before the exit does.

How to close a company in Delaware

Settle taxes first
Call the Franchise Tax Section at 302-739-3073 (option 3, then 1) before you file.
Wind up the business
Hold the vote your governing documents and Delaware law require. Pay or set aside what you owe, in the order your lawyer advises.
File with the Delaware Department of State
LLC: Section 18-203, $220 (needs a second look). corporation: Section 275, $224 (needs a second look).
Pick how to file
Online or by mail. No fixed time is published.
Check your records
Before you close accounts or delete Slack, work out what you must keep and whether a buyer may want it.

What we found so far, with sources

Delaware dissolution facts, each with a link to its source
Fact	What we found	Source
Filing office	Delaware Department of State, Division of Corporations, 302-739-3073	corp.delaware.gov
corporation: dissolve	Section 275: Certificate of Dissolution for Stock Corporation (section 275, with section 274 and 276 versions) Full notes Fee: $224 (needs a second look). $224 for a one-page filing, county recording fee included. Add $9 per extra page. Certified copy $50. Same day $200 or 24 hours $100, on top of the filing fee. How to file: Upload it through the Division's Document Filing and Certificate Request service (submission only, card charged when processed) or mail it to 401 Federal Street, Suite 4, Dover, DE 19901.	corpfiles.delaware.govcorpfiles.delaware.gov
corporation: short form	Section 275 short form: Short Form Certificate of Dissolution (sections 275 and 391(a)(5)(b)) Fee: $50 (needs a second look). The form and the schedule's dissolution list say $50. The schedule's main list shows $234 for a short form, so confirm with the Division before you pay. Full notes How to file: For a corporation with no assets that has stopped business and owed only the minimum franchise tax every year. Same upload and mail options as the full form.	corpfiles.delaware.govcorpfiles.delaware.gov
LLC: cancel	Section 18-203: Certificate of Cancellation of a Limited Liability Company (domestic) Fee: $220 (needs a second look). $220 includes the municipality fee. Add $50 for each registered series named. Certified copy $50. Same day $200 or 24 hours $100. Foreign LLC cancellation is $200. Full notes How to file: Upload it through the Division's Document Filing and Certificate Request service (submission only, card charged when processed) or mail it to 401 Federal Street, Suite 4, Dover, DE 19901.	corpfiles.delaware.govcorpfiles.delaware.gov
Tax clearance	Tax paid first (no separate certificate). Delaware Division of Corporations, Franchise Tax Section. No separate clearance certificate. Taxes and annual reports must be paid and filed before the dissolution or cancellation will be filed. Full notes Corporations file a final annual franchise tax report and pay through the month dissolution takes effect. LLCs pay the full $400 annual tax for the year they cancel.	corp.delaware.govdelcode.delaware.govdelcode.delaware.govcorpfiles.delaware.govcorpfiles.delaware.govcorp.delaware.gov
Before you file	Corporation: file all annual franchise tax reports, including a final one, and pay franchise tax through the month the dissolution takes effect (8 Del. C. 277) LLC: pay the full $400 annual tax for the year the cancellation takes effect before filing (6 Del. C. 18-1107) Full notes Short form: no assets, business stopped, only the minimum franchise tax owed each year, and all taxes paid through the end of the filing year Contact the Franchise Tax Section before filing to learn what is owed	corp.delaware.gov
Reports and final return	A Delaware corporation ending its existence must file an annual report and pay all tax due before the dissolution is filed, per the Division annual report and tax page.	corp.delaware.gov
How long it takes	Varies. No fixed time is published.	corp.delaware.gov
Other tax stops	Delaware Division of Corporations, Franchise Tax Section: Franchise tax owed before dissolution. Main line 302-739-3073	corp.delaware.gov

Fees and form numbers change, so check the source before you file.

A checklist can keep you from forgetting things. It cannot tell you what your state requires today. Have your lawyer or CPA look at it before you rely on it. Vaultfish helps you run the process. We are not lawyers and this is not legal advice. If you need counsel who knows this area, we can point you to one. Ask for a referral

Questions people ask

How much does it cost to close a Delaware LLC or corporation?

LLC (Section 18-203): $220 (needs a second look). corporation (Section 275): $224 (needs a second look). Fees change, so check the source link before you pay.

Do I need tax clearance to close a Delaware company?

Tax paid first (no separate certificate). Delaware's own schedule labels dissolution and cancellation 'plus taxes', so the franchise tax bill arrives before the exit does.

Where do I file in Delaware?

File with the Delaware Department of State, Division of Corporations. You can file online or by mail.

How long does it take to close a company in Delaware?

Delaware publishes no fixed processing time that we could find.

What happens to my Slack, email and CRM when I close?

Closing the company does not decide what happens to your records. Keep what tax and payroll rules ask for. The IRS gives retention periods on its site. Then check what the rest could be worth before you delete it.

Is this legal advice?

No. We read the state pages so you don't have to, then link to them so you can check our work. Have your lawyer or CPA read it too. They like that.