How to Formally Dissolve a Delaware C Corp

By Nichole Hoskins

Many corporations choose to incorporate in Delaware because of the state's business-friendly tax structure, corporations bureau and processes. There may come a time when a corporation needs to wind down its business. Delaware also has a rather straightforward procedure for formal dissolution of a C corporation.

Many corporations choose to incorporate in Delaware because of the state's business-friendly tax structure, corporations bureau and processes. There may come a time when a corporation needs to wind down its business. Delaware also has a rather straightforward procedure for formal dissolution of a C corporation.

Preparations

Step 1

Hold a vote on the dissolution of the corporation. The stockholders or board of directors of the organization must authorize its dissolution. The date the vote is taken must be recorded on the Certificate of Dissolution that you will have to file with the state..

Ready to incorporate your business? Get Started Now

Step 2

Pay any outstanding taxes. Before the Certificate of Dissolution will be accepted for filing, outstanding taxes due to the state must be paid.

Step 3

File all required annual franchise tax reports. Contact the Franchise Tax Section of the Delaware Division of Corporations prior to submitting the Certificate of dissolution to determine if there are any franchise tax reports due.

Dissolving the Corporation

Step 1

Create the State of Delaware Certificate of Dissolution for your organization. The Delaware Division of Corporations provides a Certificate of Dissolution form that can be used as a template to create a document that is specific to your organization. The form is available online at the State of Delaware website. This website also includes the instructions, which explain what must be included in the certificate for it to be accepted for filing.

Step 2

Submit the completed Certificate of Dissolution with the appropriate filing fee. Include a cover letter with the certificate that contains contact information for the person who can answer questions about the organization or the form if necessary.

Step 3

File the certificate, fee and letter with the Delaware Division of Corporations, 401 Federal Street., Suite #4, Dover, DE 19901.

Ready to incorporate your business? Get Started Now
How Do I Dissolve a Corporation in Delaware?

References

Related articles

How do I Convert an S Corporation to an LLC in Delaware?

Delaware law provides a specific process for converting a Delaware S-corporation to a Delaware limited liability company, or LLC. After conducting a vote among stockholders in the S-corporation, you must file both a Certificate of Conversion and a Certificate of Formation with the Delaware Secretary of State. After converting, you must also inform the Internal Revenue Service of the change in status of your company and amend the way in which the IRS taxes your new LLC.

How to Dissolve a Corporation & Form a New One

If you are interested in forming a new corporation, you do not necessarily have to dissolve your existing corporation. Even if you have the same shareholders and similar mission, you can have two corporations operating independently. The process for dissolving and incorporating will vary depending on where the corporation is located, as each state has unique requirements. Generally speaking, you must notify the state and pay remaining debts to dissolve a corporation, and a new corporation is formed by filing articles of incorporation with the state.

What Does it Cost to Form a Delaware LLC?

Delaware’s favorable legal environment for companies makes it an attractive place for businesses to register in. Limited liability companies, or LLCs, formed in the state pay fees ranging from basic filing to licensing fees. The complete schedule of fees for registering a business entity in Delaware is available online at the state’s Division of Corporations website. All fees cited are valid as of December 2010.

LLCs, Corporations, Patents, Attorney Help

Related articles

How to Dissolve an LLC in Delaware

A Delaware limited liability company, or LLC, that wishes to close down and dissolve its registration with the state ...

Dissolving a Nonprofit Organization in Delaware

A nonprofit organization usually has a social, educational or religious purpose and conducts its business with the aim ...

How to Form a Delaware C Corp

It is not necessary to do business in a state to incorporate in that state; all you need is a registered agent with an ...

How to Set Up an LLC in Delaware

The Delaware Department of State reports that Delaware is the leading domicile of domestic and foreign business ...

Browse by category