Dissolving a Delaware corporation requires filing the appropriate certificate of dissolution with the Department of State. A corporation that was engaged in business and paid more than the minimum Delaware corporate tax must file Dissolution - Section 275. If your corporation did not start business, did not issue shares or was required to pay only the minimum corporate tax, you can file a short-form certificate. The Department of State provides sample forms for each type of certificate of dissolution.
Choose the appropriate Certificate of Dissolution for your situation. For stock corporations that engaged in business and paid more than the minimum corporate tax, the certificate of dissolution identified as "Dissolution - Section 275" is the appropriate form. If your corporation paid only the minimum corporate tax each year it was in existence, you can use "Dissolution - Section 275 - Short Form." If your corporation did not start business, use form "Dissolution - Section 274," and if did not issue stock, use form "Dissolution - Section 276a." Obtain the appropriate sample certificate of dissolution from the Division of Corporations of the Department of State located in the John G. Townsend Building at 401 Federal Street, Suite 4, in Dover, or online.
Complete the Certificate of Dissolution you selected by inserting the required information, which in every case will include: corporate name; date of incorporation; date that dissolution was authorized by the directors and shareholders; and the names and addresses for all directors. If your certificate requires additional information, you can prepare your own form so long as it includes the foregoing required information. The certificate must be signed by an authorized corporate officer.
Prepare a filing memo to submit with your completed Certificate of Dissolution. You can prepare the memo on your own stationery or use an optional form available from the Department of State. You must include on the form your name, address and contact information, such as telephone number and email address. Unless your instructions indicate otherwise, the filed Certificate of Dissolution will be returned to you by regular mail. You must also include on the form your corporation's name, state file number and type of document -- i.e., certificate of dissolution -- being filed. If you require expedited filing services, the department's form includes optional instructions and lists the fees for the different level of services which, as of October 2011, are $1,000 for one-hour filing service and $500 for two-hour filing service.
File the completed Certificate of Dissolution and filing memo with the Division of Corporations of the Department of State. The documents can be filed in person at the division's office in the John G. Townsend Building at 401 Federal Street, Suite 4, in Dover. The documents can also be mailed to the same address or sent by fax to the division at 302-739-3812.
- Certificate of Dissolution
- Filing Memo
- Filing Fee
Tips & Warnings
References & Resources
- Delaware Department of State: Corporate Forms and Certificates for a Corporation
- Delaware Department of State: Dissolution - Section 275 (form)
- Delaware Department of State: Submitting a Request
- Delaware Department of State: Instructions for Properly Completing a Filing Memo
- Delaware Department of State: To Dissolve a Corporation and/or End a Business Activity in Delaware
- Delaware: Division of Corporations - Tax Information
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