Dissolving Your Business in Delaware

Find out how you can dissolve your Delaware business

Updated on
Jan 24, 2024
min read
Updating or Dissolving
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This page will guide you through the steps of dissolving a business in Delaware and how Stellar can assist you in this endeavor. If you're at the outset of your business journey and need guidance on formation, we're here to help. We offer valuable resources to assist you in establishing a Delaware limited liability company (LLC) or forming a Delaware corporation.

Before Dissolving Your Delaware Business

Before initiating the dissolution process, it's vital to formulate an exit strategy. Consider the fate of your employees, the necessity of shareholder approval, and the distribution of assets among owners or members. Maintaining meticulous records of all business transactions is crucial, as a well-prepared plan simplifies the dissolution process when the time comes.


Step 1: Evaluate the Valuation of Your Delaware Business

Commence the dissolution process by determining the value of your business. This entails assessing the worth of all business assets, including real estate, inventory, and intangible assets like goodwill. Gather documents related to business operations, contracts with third parties, and tax records. Various methods, such as market capitalization, times-revenue, book value, or liquidation value, can be employed to ascertain the business's value. If you require assistance in this valuation process, consider engaging a professional. If you opt for a Certified Public Accountant (CPA) or a business valuation specialist, you'll need to provide them with your business records for valuation. By utilizing our Worry-Free Compliance Service, you can maintain organized business documents, simplifying this process.

Step 2: Compile a Comprehensive List of Your Delaware Business's Debts

Once you've assessed the business's value, it's imperative to account for all outstanding debts. This entails identifying the amount owed and the creditors to whom the debts are owed. Take into consideration all contracts with third parties, including suppliers, lenders, and delivery companies. Remember that closing your business doesn't absolve it of its debts. Failure to settle these obligations might lead to individual liability for owners, members, directors, or officers. Typically, owners of corporations or LLCs are shielded from personal liability, but intentionally avoiding debt payments could expose you to liability. Therefore, a thorough understanding of your Delaware business's debts is essential when dissolving the business.

Step 3: Identify the Appropriate Delaware Dissolution Document

Delaware provides various Articles of Dissolution based on business type. The required paperwork for dissolution hinges on your business's structure. To formally dissolve a Delaware corporation, you'll need a Certificate of Dissolution to submit to the Delaware Division of Corporations (also known as the Delaware Corporation Commission). If you are dissolving a Delaware LLC, you'll require a Certificate of Cancellation.

When you are prepared to dissolve your business, you can opt for online submission using the Division's Document Upload Service, or you can file by mail or in person using the Division's forms and cover letter.

Step 4: Adhere to Instructions in Your Delaware Business's Operating Document

In addition to fulfilling the state's dissolution requirements, it's essential to follow the instructions outlined in your LLC's operating agreement or your corporation's bylaws. When creating your operating documents, you can specify the dissolution procedures that the business will follow. Establishing these documents during the business's formation phase is crucial. If you lack an operating document, you will be bound by the default provisions stipulated in Delaware law. We offer LLCs a template to create an operating agreement during the formation process, streamlining the dissolution process. Regardless of your operating agreement or bylaws, you must still file dissolution documents with the state to formally close the business.

Step 5: Cancel Permits, Licenses, and Registrations for Your Delaware Business

It is imperative to cancel all permits, licenses, and registrations held by your business. These may encompass licenses or permits issued at the state, local, or federal levels. Your business may have obtained county or municipal permits for zoning or sales tax, or specific industry-related licenses. Some of these permits and licenses may renew automatically, emphasizing the importance of identifying and cancelling all licenses and permits to avoid fines and penalties.

Step 6: Conclude Legal and Financial Obligations for Your Delaware Business

To wrap up the business's legal and financial obligations, file your final tax returns with the federal government. Additionally, consult Delaware's Franchise Tax Section to ascertain whether your business owes any state taxes. To notify the IRS of your business's closure, you will need to cancel your Employer Identification Number (EIN).

If your business has employees, adhere to all federal and state laws regarding employee compensation after closure. Determine whether the state mandates the payment of other accrued benefits to your employees. Make certain to consult with state, municipal, and county authorities to ensure compliance with their respective requirements.

Step 7: Submit Articles of Dissolution or a Certificate of Cancellation for Your Delaware Business

Upon completing your internal dissolution procedures, valuing the business, settling debts, filing final tax returns, and cancelling all licenses and permits, the final step is to file dissolution documents with the Delaware Division of Corporations. Corporations will submit a Certificate of Dissolution, while LLCs will file a Certificate of Cancellation. These dissolution documents will include the business's name, the names and addresses of members, partners, directors, or officers, and any necessary approvals obtained. Filing these dissolution documents will

inform the government of your voluntary dissolution in Delaware. This action terminates the business's tax and annual reporting obligations, officially closing the business and allowing you to move forward with your next endeavors.

How Can We Assist

We understand the significance of your business and the importance of winding it up correctly. Our team of formation experts is available during business hours to guide you through every stage of your business's lifecycle. It's advisable to commence dissolution planning early, so don't delay. Initiate the process today, and we'll be there to support you through every phase of your business journey.

Disclaimer: The content on this page is for informational purposes only and does not constitute legal, tax, or accounting advice. Seek the counsel of a licensed professional for specific questions related to these topics.

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Frequently Asked Questions

Have other questions? Contact us now

How do I dissolve a nonprofit organization in Delaware?
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Dissolving a Delaware nonprofit corporation involves filing a Certificate of Dissolution and following the same procedures as a for-profit corporation. For unincorporated nonprofit associations in Delaware, you can update your filings with the Delaware Division of Corporation to indicate dissolution.

How long does it take to dissolve an LLC in Delaware?
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The duration for dissolving a Delaware LLC varies based on individual business circumstances. Factors such as the complexity of assets and debts, member approval requirements, and adherence to the dissolution process defined in the LLC's operating agreement can influence the timeline. Filing the actual Certificate of Cancellation is a straightforward process and can be done online, by mail, or in person.

How much does it cost to dissolve an LLC in Delaware?
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The cost of dissolving a Delaware LLC includes a fee payable to the Delaware Division of Corporations when filing the LLC's Certificate of Cancellation.

How do I dissolve a business in Delaware?
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Dissolving a business in Delaware requires filing a Certificate of Dissolution (for corporations) or a Certificate of Cancellation (for LLCs) with the Delaware Division of Corporations.

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