What Happens If My LLC Is Dissolved by Delaware?

Delaware automatically cancels your LLC's Certificate of Formation if you fail to pay the annual $300 tax for three consecutive years (6 Del. C. § 18-1108). Once dissolved, your LLC ceases to exist as a legal entity and cannot conduct business, enter contracts, or own property. You lose liability protection, and creditors may pursue personal assets.

Automatic Dissolution Trigger

The Division of Corporations cancels your Certificate of Formation only after three full years of nonpayment. The annual tax is due June 1 each year with no grace period. Missing the deadline triggers a $200 penalty plus 1.5% monthly interest on unpaid amounts. The Division does not send warnings—tracking the deadline is your responsibility.

Immediate Consequences

A dissolved LLC cannot:

Conduct business or sign contracts in the LLC's name
Sue or defend lawsuits
Hold property or bank accounts
Employ workers under the LLC structure

Your personal liability shield disappears. Creditors can pursue individual members for company debts. Existing contracts may become unenforceable.

How to Restore Your LLC

File a Certificate of Revival with the Delaware Division of Corporations and pay all delinquent taxes plus penalties. You must satisfy:

All unpaid annual taxes ($300 per year)
$200 late penalty
1.5% monthly interest on taxes and penalties
Current year's annual tax in full

File online at https://icis.corp.delaware.gov/eCorp/ or by mail to the Division of Corporations, 401 Federal Street, Suite 4, Dover, DE 19901. The revival process restores your LLC's legal status retroactively.

Prevention Strategy

Set a calendar reminder for May 31 each year. Pay the $300 annual tax by June 1 through the Division's online portal. This five-minute task prevents three years of accumulated penalties and interest. One missed payment costs $200 in penalties alone—three years costs significantly more.

Next Steps If Dissolved

Contact the Delaware Division of Corporations immediately at (302) 739-3073 to confirm dissolution status and calculate exact amounts owed. Do not delay—extended dissolution periods create compounding tax liability and complicate business operations and liability protection.

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

This is general information, not legal advice.