How to Dissolve an LLC in Delaware

By Terry Masters

A Delaware limited liability company, or LLC, that wishes to close down and dissolve its registration with the state should refer to the Delaware Limited Liability Company Act's section on dissolution. The law authorizes an LLC to wind up its affairs upon the vote of two-thirds of the membership by distributing the LLC's assets and filing a certificate of cancellation -- sometimes called articles of dissolution -- with the state. The website of the Delaware Division of Corporations contains all of the instructions and downloadable PDF forms to make the task of filing the certificate accessible to anyone with an Internet connection and a printer.

A Delaware limited liability company, or LLC, that wishes to close down and dissolve its registration with the state should refer to the Delaware Limited Liability Company Act's section on dissolution. The law authorizes an LLC to wind up its affairs upon the vote of two-thirds of the membership by distributing the LLC's assets and filing a certificate of cancellation -- sometimes called articles of dissolution -- with the state. The website of the Delaware Division of Corporations contains all of the instructions and downloadable PDF forms to make the task of filing the certificate accessible to anyone with an Internet connection and a printer.

Step 1

Call a meeting of the members of the LLC. Vote to dissolve the company. Delaware law requires an affirmative vote for dissolution to pass by a two-thirds majority of the members with an interest in the profits of the company.

Ready to start your LLC? Start an LLC Online Now

Step 2

Appoint a manager to wind up company affairs. Before a LLC can dissolve, Delaware law requires the company to pay all outstanding obligations, settle all lawsuits, make provisions for any future claims that may be known to the company, and pay off all members who are creditors. Once all liabilities are satisfied, the manager should distribute all remaining assets of the company: return the amounts of members' capital contributions, then distribute the remaining to members in proportion to their ownership share.

Step 3

Contact the Delaware Division of Revenue and pay any outstanding franchise tax for the year. Proof of payment of the tax must accompany the dissolution paperwork to be filed with the state. File the LLC's final withholding return and final income tax return, checking the "Out of Business" box on both forms.

Step 4

Go to the Delaware Division of Corporations website (see Resources). Choose the "Corporate Forms" link on the sidebar menu and follow the link to request forms by entity type. Select "Limited Liability Company" and download the PDF forms titled "Cancellation" and "Corporate Certificate Cover Memo."

Step 5

Fill out the "Certificate of Cancellation of a Limited Liability Company" and the "Corporate Certificate Cover Memo." The certificate of cancellation is a simple one-page fill-in-the-blank document that requires the name of the LLC, the date the articles of organization were filed, and the date and signature of the person filing the paperwork. The cover memo requests contact information to return a certified copy of the certificate of cancellation and enables the filing fee to be paid by credit card.

Step 6

File the certificate of cancellation with the state. The certificate must be accompanied by a $200 fee -- as of November 2010 -- and proof that the franchise tax for the year has been paid. The mailing address for filing is included with the instructions for the certificate.

Ready to start your LLC? Start an LLC Online Now
How to Dissolve an LLC in North Carolina

References

Resources

Related articles

How to Dissolve a Corporation in Kentucky

A corporation has a perpetual existence. It continues to exist and incur obligations unless an authorized person officially dissolves it by filing paperwork with the same government office that authorized its formation. Simply closing the corporation's doors and ceasing operations is not sufficient to dissolve a corporation in Kentucky. Corporations organized under Kentucky law have two options for dissolution that depend on whether the corporation has or has not commenced business activities. In both instances, an authorized party must file articles of dissolution with the secretary of state and follow the winding up procedures for corporations that are outlined in the Kentucky Revised Statutes.

How to Dissolve a Corporation in North Dakota

Dissolving a North Dakota corporation that ceases doing business is done in one of two ways, both of which require filing the appropriate documents with the state and federal government. The distinction between the two methods of dissolution is whether the corporation's shareholders opt to notify the corporation's creditors and claimants of the dissolution. The requirements for each method are set forth in the North Dakota Business Corporation Act.

Dissolving Articles of Incorporation in Indiana

Dissolving your Indiana corporation requires filing a document called Articles of Dissolution with the Indiana Secretary of State. The articles can be filed any time after the corporation's shareholders and directors adopt a proposal approving dissolution of the corporation. Under Indiana law, a dissolved corporation continues to exist for the sole purpose of winding-up its affairs and liquidating, but otherwise, it cannot conduct any business.

LLCs, Corporations, Patents, Attorney Help

Related articles

How to Dissolve an LLC in Nevada

A limited liability company, or LLC, is an independent legal entity that will continue to exist, regardless of the ...

How to Formally Dissolve a Delaware C Corp

Many corporations choose to incorporate in Delaware because of the state's business-friendly tax structure, ...

How to Convert an LLC to a Corporation

A limited liability company, or LLC, is formed under state law pursuant to a state's Limited Liability Company Act. In ...

How to Close an LLC

A limited liability company is legally considered a registered citizen of the state where it filed articles of ...

Browse by category