How Do I Dissolve a Corporation in Delaware?

By Brette Sember, J.D.

How Do I Dissolve a Corporation in Delaware?

By Brette Sember, J.D.

If you have formed a corporation in Delaware and want to dissolve it, you must do so through the Delaware Division of Corporations and follow specific steps to comply with Delaware law. You can either complete the process below/.

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Short-Form Dissolution

If your Delaware corporation was not engaged in business, didn't issue any shares, or had to pay only the minimum corporate tax each year it was in existence, you can dissolve it using a Short Form Certificate of Dissolution (Section 275). Before you file this form, all taxes due up to the date of dissolution must be paid and the Annual Franchise Tax Report must be filed. Follow these steps to complete and file the Short Form Certificate of Dissolution:

  1. Download the form and complete it either online or by printing it and using blue or black ink.
  2. For section 1, insert the name of your Delaware corporation.
  3. In section 2, insert the date your corporation was filed with the state of Delaware.
  4. For section 3, indicate the date the dissolution was authorized by the corporation's board.
  5. In section 4, list the names and addresses of the directors and officers of the corporation.
  6. Have an authorized officer sign and print their name on the form.
  7. Prepare a cover letter that includes the company name, address, and phone/fax number.
  8. Include the necessary fee.
  9. Mail the form to Delaware Division of Corporations, 401 Federal Street – Suite 4, Dover, DE 19901.

Long-Form Dissolution

If your corporation does not qualify for the above process, then you are required to use the long-form Certificate of Dissolution (Section 275). Before you file this form, all taxes due up to the date of dissolution must be paid and the Annual Franchise Tax Report must be filed. Follow these steps to complete and file the long-form Certificate of Dissolution:

  1. Download the form and complete it either online or by printing it and using blue or black ink.
  2. In section 1, insert the name of your Delaware corporation.
  3. In section 2, insert the date your corporation was filed with the state of Delaware.
  4. In section 3, indicate the date the dissolution was authorized by the corporation's board.
  5. In section 4, list the names and addresses of directors and officers of the corporation.
  6. Have an authorized officer sign and print their name.
  7. Prepare a cover sheet with your name, address, and telephone/fax number.
  8. Include the necessary fee.
  9. Mail the form to Delaware Division of Corporations, 401 Federal Street – Suite 4, Dover, DE 19901.

Specific Circumstances

There are several other forms that are available in specific circumstances. If you need to dissolve the corporation before it has begun to do any business, use one of these forms:

If you are dissolving the corporation before issuing shares, use one of these forms:

After Filing

After you have filed whichever form is required for your corporation, you will receive a filed copy back in the mail. At that point, your corporation will officially be dissolved.

This portion of the site is for informational purposes only. The content is not legal advice. The statements and opinions are the expression of author, not LegalZoom, and have not been evaluated by LegalZoom for accuracy, completeness, or changes in the law.