How to Dissolve an LLC in Delaware

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A Delaware limited liability company, or LLC, that wishes to close down and dissolve its registration with the state should refer to the Delaware Limited Liability Company Act's section on dissolution. The law authorizes an LLC to wind up its affairs upon the vote of two-thirds of the membership by distributing the LLC's assets and filing a certificate of cancellation -- sometimes called articles of dissolution -- with the state. The website of the Delaware Division of Corporations contains all of the instructions and downloadable PDF forms to make the task of filing the certificate accessible to anyone with an Internet connection and a printer.

Call a meeting of the members of the LLC. Vote to dissolve the company. Delaware law requires an affirmative vote for dissolution to pass by a two-thirds majority of the members with an interest in the profits of the company.

Read More: How to Formally Dissolve a Delaware C Corp

Appoint a manager to wind up company affairs. Before a LLC can dissolve, Delaware law requires the company to pay all outstanding obligations, settle all lawsuits, make provisions for any future claims that may be known to the company, and pay off all members who are creditors. Once all liabilities are satisfied, the manager should distribute all remaining assets of the company: return the amounts of members' capital contributions, then distribute the remaining to members in proportion to their ownership share.

Contact the Delaware Division of Revenue and pay any outstanding franchise tax for the year. Proof of payment of the tax must accompany the dissolution paperwork to be filed with the state. File the LLC's final withholding return and final income tax return, checking the "Out of Business" box on both forms.

Go to the Delaware Division of Corporations website (see Resources). Choose the "Corporate Forms" link on the sidebar menu and follow the link to request forms by entity type. Select "Limited Liability Company" and download the PDF forms titled "Cancellation" and "Corporate Certificate Cover Memo."

Fill out the "Certificate of Cancellation of a Limited Liability Company" and the "Corporate Certificate Cover Memo." The certificate of cancellation is a simple one-page fill-in-the-blank document that requires the name of the LLC, the date the articles of organization were filed, and the date and signature of the person filing the paperwork. The cover memo requests contact information to return a certified copy of the certificate of cancellation and enables the filing fee to be paid by credit card.

File the certificate of cancellation with the state. The certificate must be accompanied by a $200 fee -- as of November 2010 -- and proof that the franchise tax for the year has been paid. The mailing address for filing is included with the instructions for the certificate.


  • If an LLC does not distribute assets in the order specified by state law -- to satisfy all obligations and creditors first, the remaining going to members -- the members can be held individually liable for debts after the LLC has been dissolved.


  • Delaware requires every business to maintain a registered agent in the state. Many businesses use a registered agent service to satisfy this requirement. A commercial registered agent can handle the dissolution of your LLC for you for a fee. The fee can be quite large, however, and the basic task of filing the certificate of cancellation is not difficult.