# How to Dissolve an LLC in Delaware: Taxes, Forms, Fees

> Close a Delaware LLC: pay every $400 annual tax, then file a Certificate of Cancellation ($220). Corporation, franchise tax and out-of-state steps.

Canonical: https://origindatapartners.com/guides/dissolve-llc-delaware
By: Origin Data Partners
Status: Published
Published: 2026-11-11
Updated: 2026-11-11
Sources checked: 2026-11-11

## Quick answer

A Delaware LLC ends when the Division of Corporations files its Certificate of Cancellation, which costs $220 on the August 2026 fee schedule. Pay every $400 annual tax first, including the full tax for the year you cancel, because Delaware will not accept the certificate until it is paid. The Division publishes no fixed processing time; 24-hour service costs $100 more.

## Key points

- Delaware charges the full $400 annual tax for the calendar year in which the cancellation takes effect, so a cancellation in December costs the same tax as one in January.
- Most Delaware LLCs owned by out-of-state founders are also registered in their home state. Cancelling in Delaware does not close that registration.
- A Delaware corporation pays its franchise tax and files a final annual report before it can dissolve, and it keeps existing for 3 years afterwards to wind up and defend suits.
- Letting the tax lapse is not a shortcut: the certificate is canceled only after 3 years of unpaid tax, and penalties and 1.5% monthly interest build the whole time.

## Why closing a Delaware LLC is mostly a tax question

Delaware makes forming an LLC cheap and closing one a matter of settling the annual tax. Every domestic LLC owes a flat annual tax of $400, due June 1, with a $200 penalty if it is late ([Division of Corporations](https://corp.delaware.gov/frtax/)). The tax keeps accruing until a cancellation is on file, and the Division's FAQ warns that failing to formally close the entity leads to penalty and interest charges ([Delaware FAQ](https://corp.delaware.gov/faqs/)).

Many Delaware LLCs and corporations belong to founders who live and work elsewhere, so a Delaware closing usually has two halves: the cancellation in Delaware and a withdrawal in the state where the company actually operated. This page covers the Delaware half in detail and points to the home-state filings. For the steps every LLC follows (member vote, final federal returns, the EIN letter), see [how to dissolve an LLC](https://origindatapartners.com/guides/how-to-dissolve-an-llc).


## Steps to cancel a Delaware LLC, in order

The order matters in Delaware because the tax has to be cleared before the Division will file anything that ends the company.

- Approve the dissolution as the LLC agreement requires and record the date in writing.
- Wind up: pay or make reasonable provision for known claims, pending suits and claims likely to arise within 10 years after dissolution ([section 18-804](https://delcode.delaware.gov/title6/c018/sc08/index.html)).
- Pay every unpaid annual tax, penalty and interest, plus the full $400 tax for the year of cancellation, which the LLC Act makes due before the certificate is filed ([section 18-1107](https://delcode.delaware.gov/title6/c018/sc11/index.html)).
- Complete the Certificate of Cancellation and the Division's filing cover memo ([Division of Corporations](https://corp.delaware.gov/disso09/)).
- Submit it by mail or through the Document Filing and Certificate Request Service, which takes a completed document electronically ([Division of Corporations](https://corp.delaware.gov/document-upload-service-information/)).
- Withdraw the LLC from every other state where it registered, then close state tax and payroll accounts.
- File final federal returns and close the IRS business account last.


## Filing the Delaware Certificate of Cancellation

The Certificate of Cancellation is the only state filing a Delaware LLC needs to end its existence; section 18-203 has it filed after dissolution and the completion of winding up ([LLC Act](https://delcode.delaware.gov/title6/c018/sc02/index.html)). The Division posts the form as a PDF on its dissolutions page and asks you to send its filing cover memo with it ([Division of Corporations](https://corp.delaware.gov/disso09/)). Its electronic service only submits the finished document: it does not file online directly or calculate fees, and the card is charged when the order is processed ([Division of Corporations](https://corp.delaware.gov/document-upload-service-information/)).

Fees below come from the Division's [fee schedule revised August 1, 2026](https://corpfiles.delaware.gov/Fee_Schedule/AugustFee2026.pdf), linked from its [fee page](https://corp.delaware.gov/fee/). It lists the domestic LLC Certificate of Cancellation at $220 plus annual taxes. Section 18-1105 of the LLC Act names a lower $180 base fee ([LLC Act](https://delcode.delaware.gov/title6/c018/sc11/index.html)), but the schedule is what the Division charges, so budget $220. Processing time for regular work depends on the volume the office receives, so Delaware publishes no fixed turnaround ([Delaware FAQ](https://corp.delaware.gov/faqs/)); expedited service costs $100 for 24 hours or $200 for same day.

This guide is general information, not legal or tax advice. Fees and forms change: confirm them with the agency before you file, and ask an attorney or accountant about your situation.

| Document | Form | State fee | Where | Notes |
| --- | --- | --- | --- | --- |
| Domestic LLC cancellation | Certificate of Cancellation (section 18-203) | $220, plus all annual taxes | Division of Corporations | $50 more for each registered series named |
| Corporation dissolution | Certificate of Dissolution (section 275) | $224, plus franchise taxes | Division of Corporations | Contact the Franchise Tax Section before filing |
| Short-form corporate dissolution | Dissolution, section 275 short form | $50, plus taxes | Division of Corporations | For a corporation with no assets that paid only the minimum tax |
| Foreign LLC leaving Delaware | Certificate of Cancellation (section 18-906) | $200, plus annual taxes | Division of Corporations | Ends a registration, not the LLC itself |
| Foreign corporation leaving Delaware | Withdrawal | $175 | Division of Corporations | Annual report fee for foreign corporations is $250 |
| Reviving a canceled LLC | Certificate of Revival | $220, plus taxes owed | Division of Corporations | Used after cancellation for unpaid tax |

Source: [Delaware Division of Corporations: dissolutions and cancellations](https://corp.delaware.gov/disso09/)

## Delaware taxes and accounts to settle

The Division of Corporations collects the LLC annual tax. Unpaid tax carries interest of 1.5% a month on top of the $200 penalty ([Division of Corporations](https://corp.delaware.gov/frtax/)). Because the tax for the calendar year of cancellation is payable in full before filing, owners who cancel in January still pay a whole year ([section 18-1107](https://delcode.delaware.gov/title6/c018/sc11/index.html)).

Two other Delaware agencies may hold accounts for a company that actually operated in the state:

- Division of Revenue: a business with a Delaware license files gross receipts returns. Its Request for Change form is also how you tell the Division of Revenue that the business has gone out of business ([Division of Revenue](https://revenue.delaware.gov/frequently-asked-questions/gross-receipts-tax-faqs/)).
- Department of Labor: the unemployment insurance Status and Charging Office closes employer accounts and answers questions at (302) 761-8482 ([Delaware Department of Labor](https://labor.delaware.gov/divisions/unemployment-insurance/employer-services/)).
- IRS: the final federal return is due for the year you close, and the IRS will not close the business account until every return is filed and paid ([IRS](https://www.irs.gov/businesses/small-businesses-self-employed/closing-a-business)).


## Dissolving a Delaware corporation

Corporations face a stricter tax gate. Section 277 of the General Corporation Law bars dissolution until all franchise taxes, including those for the month the dissolution takes effect, are paid and a final annual franchise tax report is filed ([General Corporation Law](https://delcode.delaware.gov/title8/c001/sc010/index.html)). The Division tells corporations ending their existence to file an annual report, pay any tax due and contact the Franchise Tax Section before submitting the dissolution ([Division of Corporations](https://corp.delaware.gov/frtax/)). Annual reports and taxes are due March 1, and the minimum tax is $175 under the authorized shares method.

The usual route is a board resolution and stockholder approval under section 275, then a Certificate of Dissolution ($224). A corporation with no assets that stopped doing business and paid only the minimum franchise tax can use the short form, which carries a lower statutory fee ([section 391](https://delcode.delaware.gov/title8/c001/sc018/index.html)). After dissolution, the corporation continues for 3 years to bring and defend suits and settle its affairs ([section 278](https://delcode.delaware.gov/title8/c001/sc010/index.html)). The federal side is Form 966 when the plan to dissolve is adopted ([IRS](https://www.irs.gov/businesses/small-businesses-self-employed/closing-a-business)); see [how to dissolve a corporation](https://origindatapartners.com/guides/dissolve-a-corporation) for the full sequence.


## What happens if you just stop paying Delaware

Walking away does not end a Delaware company quickly. An LLC whose annual tax goes unpaid for 3 years has its certificate of formation canceled on the third anniversary of the due date ([section 18-1108](https://delcode.delaware.gov/title6/c018/sc11/index.html)). Until then, penalties and interest grow. For a corporation, a year without paying franchise tax or filing the annual report voids the charter ([section 510](https://delcode.delaware.gov/title8/c005/index.html)), and the Division's FAQ notes that taxes keep accruing on a corporation until a filing ends it ([Delaware FAQ](https://corp.delaware.gov/faqs/)).

A canceled LLC can come back by filing a certificate of revival and paying the annual taxes, penalties and interest that were due when it was canceled ([section 18-1109](https://delcode.delaware.gov/title6/c018/sc11/index.html)). That is an expensive way to reach the same place, and the canceled status can surface in investor diligence, bank closings and contract disputes, so a formal cancellation is usually the cleaner end.


## Registered outside Delaware? Close the home-state registration too

A Delaware LLC that ran its business from another state was almost always registered there as a foreign LLC, and that registration keeps generating reports and fees after the Delaware cancellation. Withdraw it in each state, usually before or alongside the Delaware filing. Our state guides cover several of these filings: [Florida](https://origindatapartners.com/guides/dissolve-llc-florida) ($25 withdrawal for a foreign LLC), [Georgia](https://origindatapartners.com/guides/dissolve-llc-georgia), [Illinois](https://origindatapartners.com/guides/dissolve-llc-illinois), [Indiana](https://origindatapartners.com/guides/dissolve-llc-indiana), [Idaho](https://origindatapartners.com/guides/dissolve-llc-idaho) and [Hawaii](https://origindatapartners.com/guides/dissolve-llc-hawaii).

The reverse case matters too. A company formed elsewhere that registered in Delaware ends that registration with a certificate of cancellation under section 18-906 ([LLC Act](https://delcode.delaware.gov/title6/c018/sc09/index.html)), and foreign LLCs owe the same $400 annual tax as domestic ones ([Division of Corporations](https://corp.delaware.gov/frtax/)).


## Records to keep after a Delaware company closes

Cancellation ends the entity, not the obligations attached to its records. The LLC Act asks a dissolved company to provide for claims likely to surface within 10 years ([section 18-804](https://delcode.delaware.gov/title6/c018/sc08/index.html)), so keep the operating agreement, member consents, the filed certificate, tax receipts from the Division and contracts long enough to answer a late claim. The IRS asks employers to keep employment tax records for at least 4 years ([IRS](https://www.irs.gov/businesses/small-businesses-self-employed/how-long-should-i-keep-records)).

Startups closing a Delaware entity often run everything in software: support desks, code hosts, CRM and shared drives. Export those before you cancel the subscriptions, because vendors delete data on their own schedules. Our guide to [export company records before closing](https://origindatapartners.com/guides/export-company-records-before-closing) lists what to pull from each system, and [business records after closing](https://origindatapartners.com/guides/business-records-after-closing) covers who keeps what once the company is gone.


## Your company records may have value

A wound-down startup often holds years of tickets, product specs, code and internal discussion. AI developers license this kind of operational history when the rights are clear and personal data can be removed. Whether a closing company should consider it depends on what the records contain and what the company's contracts allow; [selling company data after closing](https://origindatapartners.com/guides/sell-company-data-after-closing) explains how it works.

Closing the company? Before you cancel software or delete files, find out whether its records are worth licensing: years of tickets, work orders, email and code can be. [Get a free estimate of what your records could be worth](https://origindatapartners.com/check-fit).


## Questions and answers

### How much does it cost to dissolve an LLC in Delaware?

The Certificate of Cancellation costs $220 on the Division of Corporations fee schedule revised August 1, 2026, plus $50 for each registered series. On top of that you pay every unpaid $400 annual tax, any $200 late penalty and 1.5% monthly interest, and the full $400 tax for the year the cancellation takes effect.

### Do I have to pay the Delaware annual tax for the year I cancel?

Yes. Section 18-1107 makes the full annual tax for the calendar year in which the certificate becomes effective due before the certificate is filed. There is no proration for cancelling early in the year.

### Can I dissolve a Delaware LLC online?

Partly. Delaware has no fill-in online cancellation, but its Document Filing and Certificate Request Service accepts the completed Certificate of Cancellation electronically. The Division posts the form as a PDF and asks for its filing cover memo with it.

### How long does it take to cancel a Delaware LLC?

Delaware does not publish a fixed time: regular filings are processed as volume allows. Expedited service costs $100 for 24 hours or $200 for same day, and the Division suggests calling to ask which date it is processing before you decide.

### What happens if I do not dissolve my Delaware LLC?

The $400 annual tax, a $200 penalty and 1.5% monthly interest keep accruing. After 3 years of unpaid tax the certificate of formation is canceled, and reviving it later means paying the back taxes, penalties and interest.

### How do I dissolve a Delaware corporation?

Pay all franchise taxes and file a final annual report, then file a Certificate of Dissolution under section 275 ($224 on the fee schedule, or the $50 short form if the corporation has no assets and paid only the minimum tax). Contact the Franchise Tax Section before filing and file IRS Form 966 when the plan is adopted.

### My Delaware LLC operates in another state. What else do I file?

Withdraw or cancel the foreign registration in every state where the LLC registered, and close that state's tax and payroll accounts. The Delaware cancellation does not end those registrations, and they keep charging reports and fees.

### Is a Delaware certificate of cancellation the same as articles of dissolution?

For an LLC, Delaware uses one document, the Certificate of Cancellation, filed after dissolution and winding up. Corporations file a Certificate of Dissolution instead; Delaware has no separate articles of dissolution for LLCs.

## Sources

- [Delaware Division of Corporations: dissolutions and cancellations](https://corp.delaware.gov/disso09/)
- [Delaware Division of Corporations: corporate fee schedule](https://corp.delaware.gov/fee/)
- [Delaware Division of Corporations: fee schedule PDF, revised August 1, 2026](https://corpfiles.delaware.gov/Fee_Schedule/AugustFee2026.pdf)
- [Delaware Division of Corporations: annual report and tax information](https://corp.delaware.gov/frtax/)
- [Delaware Division of Corporations: frequently asked questions](https://corp.delaware.gov/faqs/)
- [Delaware Division of Corporations: document filing and certificate request service](https://corp.delaware.gov/document-upload-service-information/)
- [Delaware LLC Act, subchapter II (section 18-203, certificate of cancellation)](https://delcode.delaware.gov/title6/c018/sc02/index.html)
- [Delaware LLC Act, subchapter VIII (dissolution and winding up)](https://delcode.delaware.gov/title6/c018/sc08/index.html)
- [Delaware LLC Act, subchapter IX (foreign LLCs, section 18-906)](https://delcode.delaware.gov/title6/c018/sc09/index.html)
- [Delaware LLC Act, subchapter XI (fees, annual tax, cancellation and revival)](https://delcode.delaware.gov/title6/c018/sc11/index.html)
- [Delaware General Corporation Law, sections 271 to 285 (dissolution)](https://delcode.delaware.gov/title8/c001/sc010/index.html)
- [Delaware General Corporation Law, section 391 (fees)](https://delcode.delaware.gov/title8/c001/sc018/index.html)
- [Delaware Code, Title 8, chapter 5 (franchise tax, section 510)](https://delcode.delaware.gov/title8/c005/index.html)
- [Delaware Division of Revenue: gross receipts tax FAQs](https://revenue.delaware.gov/frequently-asked-questions/gross-receipts-tax-faqs/)
- [Delaware Department of Labor: unemployment insurance employer services](https://labor.delaware.gov/divisions/unemployment-insurance/employer-services/)
- [IRS: Closing a business](https://www.irs.gov/businesses/small-businesses-self-employed/closing-a-business)
- [IRS: How long should I keep records?](https://www.irs.gov/businesses/small-businesses-self-employed/how-long-should-i-keep-records)

## Related reading

- [LLC Dissolution Fees and Forms by State (2026)](https://origindatapartners.com/guides/dissolve-llc-by-state)
- [How to dissolve an LLC: steps, forms and fees by state](https://origindatapartners.com/guides/how-to-dissolve-an-llc)
- [How to close a business: a step-by-step US checklist](https://origindatapartners.com/guides/closing-a-business-checklist)
- [Cancel Google Workspace or delete Slack? Export data first](https://origindatapartners.com/guides/export-company-records-before-closing)
- [How long to keep business records: keep, destroy or license](https://origindatapartners.com/guides/business-records-after-closing)
- [Closing a software business: what could have value beyond the code?](https://origindatapartners.com/guides/sell-company-data-after-closing)
- [How to dissolve a corporation: forms, fees and Form 966](https://origindatapartners.com/guides/dissolve-a-corporation)