This pamphlet provides an overview on the dissolution of a limited liability company (LLC). Topics included cover the reasons for dissolution, different types of dissolution, and steps needed to dissolve an LLC.
Delaware USLegal Pamphlet on Dissolving an LLC
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US-PMPH-08
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There is a $200 fee to file the certificate. Your filing usually will be processed in 2-3 weeks. Various forms of expedited service are available for additional fees. A basic certificate of cancellation form is available for download from the SOS website.
There is a $200 fee to file the certificate. Your filing usually will be processed in 2-3 weeks. Various forms of expedited service are available for additional fees. A basic certificate of cancellation form is available for download from the SOS website.
Steps to Cancel a Delaware LLCConsult the LLC Operating Agreement.Take a Member Vote.Appoint a Manager to Wind up the LLC's Affairs.Payoff Creditors, Current and Forseeable, before paying Members.Pay The Delaware Franchise Tax.Pay the LLC's members.File a Certificate of Cancellation.More items...
Steps to Cancel a Delaware LLCConsult the LLC Operating Agreement.Take a Member Vote.Appoint a Manager to Wind up the LLC's Affairs.Payoff Creditors, Current and Forseeable, before paying Members.Pay The Delaware Franchise Tax.Pay the LLC's members.File a Certificate of Cancellation.More items...
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.
If you don't file the Certificate of Cancellation, the LLC will continue to accumulate Delaware franchise tax annually. Failure to settle the tax will lead to an administrative dissolution when the franchise tax goes into arrears.
Your filing usually will be processed in 2-3 weeks. Various forms of expedited service are available for additional fees. A basic certificate of cancellation form is available for download from the SOS website.
In Delaware, LLCs don't need to file a Dissolution form with the state, however, it's best to place the decision to dissolve in writing. We provide a Members' Consent to Dissolution form below that you can use. This form doesn't need to be sent to the state.