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Business Formation Guide
complianceUpdated 2026-03-30

How to Dissolve a Delaware LLC

Q: How do I dissolve an LLC in Delaware?

A: File a Certificate of Cancellation with the Delaware Division of Corporations and pay the $220 filing fee. You must pay all taxes owed, including the full annual tax for the cancellation year, before the Division accepts your cancellation (6 Del. C. § 18-1107(c)). The Division will not process dissolution until tax obligations are satisfied.

Filing Requirements

Wind Up Your Affairs First

Before filing, wind up your LLC's business under 6 Del. C. §§ 18-803 and 18-804. Settle all debts, collect assets, and distribute remaining property to members according to your operating agreement. You cannot dissolve while obligations remain outstanding.

Pay All Taxes

Obtain tax clearance from Delaware. Pay all delinquent annual taxes (due June 1 each year) and any penalties. Delaware requires full payment of the annual $300 tax for the year you cancel, plus any prior-year taxes owed. If your LLC missed annual tax payments for three consecutive years, the Certificate of Formation automatically cancels under § 18-1108—but you should still file a Certificate of Cancellation to formally close the entity.

Submit Your Certificate

File your Certificate of Cancellation online through the Delaware Division of Corporations' eCorp system at https://icis.corp.delaware.gov/eCorp/ or mail it to:

Delaware Division of Corporations
John G. Townsend Building, 401 Federal Street, Suite 4
Dover, DE 19901

Include the $220 filing fee with your submission.

File Final Tax Returns

File a final Delaware tax return and federal Form 1065 (or applicable return) showing your LLC's dissolution date. Provide the IRS with your final EIN documentation.

Key Points

  • Tax clearance is mandatory. The Division will reject your Certificate of Cancellation if taxes are unpaid.
  • Full annual tax applies. You must pay the complete $300 annual tax for the cancellation year, even if you dissolve mid-year.
  • Automatic dissolution risk. Three consecutive years of unpaid annual taxes triggers automatic cancellation under § 18-1108.
  • Member protection. Complete winding up and asset distribution before filing to protect members from personal liability.

Contact Information

Delaware Division of Corporations
Phone: (302) 739-3073
Website: https://corp.delaware.gov/

This is general information, not legal advice.