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How to Shut Down a Business in Delaware

Complete guide to dissolving your business entity with the Delaware Division of Corporations.

Quick Answer

To dissolve a business in Delaware, file Certificate of Cancellation with the Delaware Division of Corporations. The LLC filing fee is $200 and corporation fee is $204. Delaware requires tax clearance from the Delaware Division of Revenue before dissolution. Standard processing takes 3-5 business days.

Quick Facts

Filing Agency Delaware Division of Corporations
Website https://corp.delaware.gov
LLC Dissolution Fee $200
Corporation Dissolution Fee $204
Tax Clearance Required Yes
Processing Time 3-5 business days
Online Filing Yes
Phone (302) 739-3073

LLC Dissolution in Delaware

Form
Certificate of Cancellation
Fee
$200
Online
Yes
Processing
3-5 business days
Download Form →

Steps to Dissolve an LLC

  1. 1 Vote to dissolve per operating agreement or majority of members
  2. 2 Wind up business affairs and settle debts
  3. 3 Pay all outstanding franchise taxes and fees
  4. 4 File Certificate of Cancellation with Division of Corporations
  5. 5 Pay $200 filing fee
  6. 6 File final state tax returns with Delaware Division of Revenue

Corporation Dissolution in Delaware

Form
Certificate of Dissolution
Fee
$204
Online
Yes
Processing
3-5 business days
Download Form →

Steps to Dissolve a Corporation

  1. 1 Board of directors adopts resolution recommending dissolution
  2. 2 Shareholders approve dissolution by majority vote
  3. 3 Wind up business affairs, notify creditors, and settle debts
  4. 4 File all outstanding franchise tax reports and pay all franchise taxes due
  5. 5 File Certificate of Dissolution with Division of Corporations
  6. 6 Pay $204 filing fee
  7. 7 File final state tax returns with Delaware Division of Revenue

Tax Requirements

Tax Clearance Required
Yes
Final Return Required
Yes

Tax Agency: Delaware Division of Revenue

https://revenue.delaware.gov

Phone: (302) 577-8779

All franchise tax reports must be filed and all franchise taxes, penalties, and interest must be paid before dissolution can be processed. File final Delaware corporate income tax return.

Additional Requirements

Publication Required: No
Creditor Notification: Must notify known creditors in writing; publish notice for unknown creditors
Employee Notification: Follow federal WARN Act if 100+ employees
Board/Member Approval: Majority vote of members (LLC) or shareholders (Corp) required
Winding Up Period: 3 years after dissolution to wind up affairs and settle claims
Registered Agent: Delaware registered agent must be maintained until dissolution is complete

Contact Information

Agency: Delaware Division of Corporations

Address: 401 Federal Street, Suite 4, Dover, DE 19901

Phone: (302) 739-3073

Website: https://corp.delaware.gov

Online Portal: https://icis.corp.delaware.gov

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This guide is for informational purposes only and does not constitute legal advice. Information is sourced from official state websites and was last verified in 2026. Always confirm current requirements directly with the Delaware Division of Corporations. Consult an attorney for advice specific to your situation.