Delaware Certificate of Dissolution of Non Stock Corporation is a legal document required to dissolve a non-stock corporation registered in Delaware. This document is filed with the State of Delaware Division of Corporations and must be signed by all the directors of the corporation. It is used to formally dissolve the corporation and terminate its existence in the state of Delaware. There are two types of Delaware Certificate of Dissolution of Non Stock Corporation: Standard Certificate of Dissolution and Short-Form Certificate of Dissolution. The Standard Certificate of Dissolution requires more information than the Short-Form, such as the names and addresses of all the directors, the corporation’s name, and the date of dissolution. The Short-Form Certificate of Dissolution requires less information and is generally used for corporations that have been inactive for some time.
Delaware Certificate of Dissolution of Non Stock Corporation
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How to fill out Delaware Certificate Of Dissolution Of Non Stock Corporation?
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FAQ
Authorizing Dissolution With the resolution and plan in hand, Delaware law provides for voluntary dissolution as follows: by action of the governing body followed by a vote of the members. by unanimous consent of the members; or. if your nonprofit doesn't have members, by a vote of the governing body.
To dissolve your domestic corporation in Delaware, you must provide the completed Certificate of Dissolution form to the Department of State by mail, fax or in person, along with the filing fee. Include a Filing Cover Memo with your name, address and telephone/fax number to enable them to contact you if necessary.
You need to send the state a Certificate of Cancellation and Cover Letter and pay the $200 filing fee. You can file the Certificate of Cancellation and Cover Letter by mail or online. The fee is the same for both filing methods. Note: The state used to have fax filings, but as of 2020, this is no longer an option.
The long-form dissolution process has several key components, including notice to creditors, a bar date, publication notice and a court approval process. The short-form dissolution statute, like the dissolution statutes in most other states, has none of these components.
Filing a dissolution certificate is the final step to completing the dissolution process. There are two forms of dissolution certificates in Delaware. You can choose to file a long form, known as a standard form, or a short form depending on your company situation. Each form has its conditions and requirements.
To dissolve your domestic corporation in Delaware, you must provide the completed Certificate of Dissolution form to the Department of State by mail, fax or in person, along with the filing fee. Include a Filing Cover Memo with your name, address and telephone/fax number to enable them to contact you if necessary.
The short dissolution form is for corporations that have zero assets and aren't conducting business. In fact, these short dissolutions require just the minimum in-state franchise taxes for each year it was operating in the state.
Delaware law also allows dissolution when two-thirds of the members vote for dissolving a Delaware LLC. Members can vote in person or in writing. The vote should be recorded in the minutes. Once the vote passes, a manager has to be appointed to handle the Delaware LLC dissolution.