How to Dissolve an LLC in Delaware (2026)
To dissolve an LLC in Delaware, you file a Certificate of Cancellation with the Division of Corporations. The fee is $220.
First, you have to pay off Delaware's annual LLC tax through your cancellation date. You confirm the balance with the Franchise Tax Section and pay it with your filing.
This guide covers voluntary dissolution of a domestic Delaware LLC. The members choose to wind down and close the company themselves. A foreign LLC registered in Delaware follows a different process, with its own cancellation form.
Quick Summary
- Pay your LLC tax before you file. Delaware won't accept a Certificate of Cancellation while any annual tax is still owed.
- Check your operating agreement first. It can set a different vote threshold than the state's default rule.
- Keep your filed certificate. Bring it to the bank to close the LLC's accounts.
Delaware LLC Dissolution Quick Reference
Here's the filing information you need at a glance, including the form, the fee and every deadline before you start the paperwork.
| Detail | Information |
|---|---|
| Form name | Certificate of Cancellation of a Limited Liability Company |
| Filing fee | $220 |
| Expedited options | 24-hour $100, same-day $200, 2-hour $500, 1-hour $1,000 |
| Standard processing | No fixed turnaround published; regular-service time varies with the office's current volume |
| Online portal | eCorp Document Filing and Certificate Request Service (submission only) |
| Mail address | Delaware Division of Corporations, 401 Federal Street - Suite 4, Dover, DE 19901 |
| In-person address | Delaware Division of Corporations, 401 Federal Street - Suite 4, Dover, DE 19901 |
| Notarization required | No |
| Tax clearance required (agency) | No separate certificate; the Franchise Tax Section confirms all Delaware LLC tax is paid through the cancellation date |
| Online filing mandatory for | No one - mail, in-person and eCorp submission are all accepted |
| Short-form eligibility | Not applicable; Delaware LLCs use a single Certificate of Cancellation, with no short-form variant |
How to Dissolve an LLC in Delaware: 6 Steps
Follow these six steps in order. They start with the vote and end with the final filing. Delaware's version follows the same general process to dissolve an LLC, with its own forms and tax rules.
Step 1 - Vote to dissolve
Start with your operating agreement. Check whether it sets its own vote threshold for dissolving, since that provision controls if you have one.
If your agreement doesn't say, Delaware's default rule applies. Members who own more than two-thirds of the profit interest must vote to dissolve [1]. Record the vote in writing. Keep it with your LLC's records.
Step 2 - Notify Creditors
Delaware doesn't require a published notice. It has no formal creditor-claims process. Once you dissolve, your LLC must pay each known claim, or set aside money for it. That includes any pending lawsuit [2].
You also have to set aside money for claims that haven't surfaced yet. Delaware law gives those claims up to 10 years from your dissolution date to arise.
Contact known creditors directly. Settle what you owe, or set money aside for it, before you distribute anything to members.
Step 3 - File final tax returns and pay the annual LLC tax
File your final federal and Delaware tax returns and mark them as final. Delaware LLCs don't file an annual report.
Every domestic and foreign LLC still owes Delaware's annual LLC tax: a flat $400 a year. The state won't accept your Certificate of Cancellation until you pay that tax through your cancellation date.
Contact the Franchise Tax Section before you submit your paperwork. Ask them for your exact balance due. There's no separate tax-clearance certificate to request.
Step 4 - File the Certificate of Cancellation With the Division of Corporations
File your Certificate of Cancellation by mail, in person or through the state's own eCorp online submission portal. Send it to the Delaware Division of Corporations. The address is 401 Federal Street, Suite 4, Dover, DE 19901.
The eCorp portal accepts submissions Monday through Thursday from 7:45 a.m. to 11:59 p.m. Eastern, and until 10:30 p.m. on Friday. It's closed on weekends and state holidays.
You don't need a notary, just a signature from someone authorized to act for the LLC. Delaware doesn't publish a fixed turnaround for regular processing. How long it takes depends on the office's workload when you file.
If you need it faster, pay for expedited service: 24-hour for $100, same-day for $200, 2-hour for $500 or 1-hour for $1,000.
Delaware doesn't require online filing for the Certificate of Cancellation. There's also no short-form version for LLCs. Every domestic LLC files the same Certificate of Cancellation.
Step 5 - Distribute remaining assets
Once known claims are paid or set aside, Delaware law sets a strict order for what's left. Creditors get paid first. That includes any member or manager who is also a creditor [3].
After creditors, members get any distributions they were already owed. What's left goes first toward returning each member's original contribution. Anything after that goes out by ownership share. Your operating agreement can set a different order instead.
Step 6 - Close accounts and cancel licenses and permits
Bring your filed Certificate of Cancellation to the bank. Use it to close the LLC's accounts. Cancel local business licenses and permits too, wherever you got them.
FAQs
How Much Does It Cost to Dissolve an LLC in Delaware?
It costs $220 to dissolve an LLC in Delaware by filing the Certificate of Cancellation. Add $50 if you want a certified copy of your filed certificate for your records.
How Long Does It Take to Dissolve an LLC in Delaware?
There's no fixed time to dissolve an LLC in Delaware. The state doesn't publish a standard turnaround. Same-day expedited orders must arrive by 2 p.m. Eastern, and 24-hour orders are filed the next business day.
Do I Need a Cover Letter for a Mailed Certificate of Cancellation?
Yes, Delaware asks for a cover letter on a mailed Certificate of Cancellation, with your name, address and phone number, so the office can reach you if there's an issue.
Does a Foreign LLC Use the Same Cancellation Form in Delaware?
No. Instead of the domestic form this guide covers, a foreign LLC registered in Delaware withdraws using the Certificate of Cancellation of a Foreign Limited Liability Company.
Does Delaware Require a Tax Clearance Certificate to Dissolve an LLC?
No, Delaware doesn't require a separate tax clearance certificate to dissolve an LLC. You can reach the Division of Corporations at (302) 739-3073, and they'll direct you to the Franchise Tax Section.
References:
- https://delcode.delaware.gov/title6/c018/sc08/index.html#18-801
- https://delcode.delaware.gov/title6/c018/sc08/index.html#18-803
- https://delcode.delaware.gov/title6/c018/sc08/index.html#18-804
