The process of Legally Closing a Corporation in Delaware is called Dissolution.  After a Delaware Corporation has been Dissolved, it ceases to be Legally Active in the Delaware Secretary of State's records and may no longer Legally conduct business in the state of Delaware.

A Delaware Corporation is created when the DE Secretary of State approves the Formation Documents - Certificate of Incorporation.  A record of the Delaware Corporation is added to the list of Corporations which have officially registered with the Delaware Secretary of State.  Once a Corporation is registered with the Delaware Secretary of State, that Corporation immediately has both reporting and tax obligations which incur penalties if the obligations are not met by the required deadlines.

If you've registered a Delaware Corporation with the Delaware Secretary of State and want to cease business activities you have to let the DE Secretary of State know that you intend to close your company.  Only after the DE Secretary of State has made sure that all of the obligations of the Delaware Corporation have been fulfilled will the Secretary of State approve of the closure of the company.

When the Delaware Secretary of State approves the closing of a DE Corporation, that Delaware Corporation is said to be Dissolved.  The process of Dissolving a Delaware Corporation is called Delaware Corporation Dissolution.

Before a Delaware Corporation can be legally Dissolved all taxes due to the state of Delaware must be paid and all applicable Annual Franchise Tax Reports must have been filed with the Delaware Division of Revenue.

As soon as a Delaware Corporation is registered with the DE Secretary of State, that Corporation is responsible for recurring obligations of the Delaware Secretary of State and the Delaware Division of Revenue.  If a Delaware Corporation does not file its required reports or pay its tax obligations, then that DE Corporation could be responsible for penalties which compound as time goes by.

Unless you Dissolve (Legally Close) your Delaware Corporation with the Delaware Secretary of State that DE Corporation will be responsible for all recurring fees and penalties until the company has been legally closed.

Delaware Corporation Dissolution is one part of a larger process commonly called the "Winding Up" process.

There are things you need to do before you can request approval of Corporation Dissolution from the Delaware Secretary of State; and things that you have to do after the DE Secretary of State has approved Dissolution of the Delaware Corporation. 

When a Delaware Corporation is originally created, the Organizers may create Bylaws that define how the Corporation will be run.  The Bylaws may include pretty much anything that has to do with running the Corporation, including specific requirements which need to be followed before the Corporation may be Legally Closed.  Before you do anything else, you should review the Bylaws for anything that needs to be done before the Business is Legally Closed.

What you have to do both before and after the Delaware Corporation is Dissolved largely depends on how much stock, if any, has been issued and how much and what kind of debts and liabilities that the Delaware Corporation has.  If the Delaware Corporation has not commenced business then the DE Corporation Dissolution process is easier.

1. Hold a Board of Directors meeting and record a resolution to Dissolve the Delaware Corporation
   
   If a Board of Directors has been appointed for the Delaware Corporation, then the Board is required to adopt a resolution to Dissolve the DE Corporation.  There should be a majority of Board Members who vote Yes to Legally Close the company.  A formal date on which the Corporation will be closed should be specified.  Minutes of the meeting should be recorded and retained in the business records.  If the Board of Directors has not been appointed then the Incorporator(s) have to apply for Dissolution of the Delaware Corporation.
   
   We can transcribe and compile any minutes or approvals into a form that is legally recognized by the Delaware Secretary of State.
   
   
2. Hold a Shareholder meeting to approve Dissolution of the Delaware Corporation
   
   If a Delaware Corporation has issued shares of stock then a meeting of the Shareholders (owners) must be held and recorded. A majority of Corporate Shareholders must approve the Dissolution plan.  The approval actions should be documented and kept in the business records.
   
   If no shares have been issued then the Delaware Corporation Dissolution process is easier.
   
   
   If necessary, we can transcribe and compile minutes into a form that is legally recognized by the Delaware Secretary of State.
   
   
3. File all required Annual Reports with the Delaware Secretary of State
   
   The Delaware Secretary of State will not approve the Dissolution of a DE Corporation until all required administrative reports have been filed.
   
   We can file any requiredAnnual Reports with the DE Secretary of State.
   
   
4. Clear up any business debts
   
   All creditors of a Delaware Corporation should be given notice of the pending Corporation Dissolution. Each creditor should be given a mailing address to which they may submit claims as well as a deadline by which claims may be submitted.
   
   While the Delaware Secretary of State does not legally require the publication of a Notice of Dissolution of a Delaware Corporation, publication is a good way to notify anyone who might have a claim against the Delaware Corporation.  Evidence of publication might prove useful down the line if someone makes a claim against the DE Corporation after the Delaware Corporation has been dissolved.
   
   
5. Pay all taxes and administrative fees owed by the Delaware Corporation
   
   The Delaware Secretary of State will definitely not approve the Dissolution of a Delaware Corporation until all outstanding taxes and applicable registration and administrative fees have been paid.

1. Distribute all remaining assets of the Delaware Corporation
2. Close all business bank accounts of the Delaware Corporation
3. Cancel all local business licenses and permits
4. File Form 966 with the IRS
5. Cancel the IRS account associated with the DE Corporation's Federal Tax ID (EIN)
6. Keep Records of all Pertinent Business Documents

1. Distribute all remaining assets of the Delaware Corporation
   
   If the Delaware Corporation has any remaining assets, these may be divided according to the Shareholders' ownership interests in the DE Corporation. All distributions to Corporate Shareholders must be reported to the IRS.  Refer to the Corporation Bylaws for specific requirements, if any, for asset distribution.
   
   
2. Close all business bank accounts of the Delaware Corporation
   
   If there are any business accounts that have been opened for the Delaware Corporation then those accounts must be closed.  If any Corporate business accounts are left open there may be liability and obligations of the Dissolved Delaware Corporation which could lead to legal problems.
   
   
3. Cancel all local business licenses and permits of the DE Corporation
   
   If the Delaware Corporation has obtained any state, regional, county or city business licenses or permits, there may be cancellation requirements associated with those licenses or permits.  Each of those must be cancelled to avoid any reporting or fiscal obligations the Delaware Corporation may have.  This includes business registration licenses as well as reseller permits.
   
   
4. File IRS Form 966
   
   A Dissolved Delaware Corporations may be required to file IRS Form 966 with the US Internal Revenue Service.  This filing is required within 30 days after the final Dissolution plan is approved.  Filing IRS Form 966 lets the Federal Government know that the Delaware Corporation has been legally Dissolved so that it may take the appropriate actions.
   
   
   We can prepare IRS Form 966 for you to file.
   
   
5. Cancel the IRS account associated with the DE Corporation's Federal Tax ID (EIN)
   
   A Federal Tax ID, or Federal Employer Identification Number (EIN), is like a Social Security Number for the Delaware Corporation.  Once the IRS links an EIN to a Delaware Corporation, that EIN stays with the Delaware Corporation even after the Company has been Dissolved by the Delaware Secretary of State.
   
   When the IRS processes the final tax return for the Delaware Corporation, they automatically make the EIN inactive.  However, the account associated with the EIN is not automatically closed.  Closing the account associated with the EIN lessens the likelihood of any problems with the EIN account, or with the IRS, in the future.
   
   If you should decide to revive the Delaware Corporation down the line the IRS will reactivate the old EIN for your new Business.
   
   Before a Delaware Corporation can close an EIN account, it must be in Good Standing with the IRS.  The Delaware Corporation must have filed all required tax returns and paid any applicable fees and penalties due to the IRS.  The Delaware Corporation cannot close its EIN account until the IRS has received payment for any tax amounts the Company may owe.
   
   
   We can prepare the formal documents which you can sign and submit to the IRS in order to close the account associated with your EIN.
   
   
6. Keep Records of all Pertinent Business Documents
   
   In order to avoid problems down the line, you should keep copies of all tax filings, contracts and employment records on file as well as Certified Copies of all company documents filed with the Secretary of State.  This includes your Formation Documents - your original Articles of Incorporation and any Amendments - and all Dissolution douments.

You notify the IRS that your Delaware Corporation has been Closed on the final tax return that is filed for your Business. 

If you have employees and file taxes quarterly with IRS Form 941, Employers Quarterly Tax Return, check the appropriate box on that form to let the IRS know that your Corporation has Closed.  If you file yearly taxes do the same on IRS Form 944, Employers Yearly Tax Return. You should also attach a statement to the return showing the name of the person keeping the payroll records and the address where those records will be retained.

When you opened your Delaware Corporation you most likely were assigned a Federal Employer Identification Number (EIN).  Once the IRS links an EIN to a Corporation, that EIN stays with the Corporation even after the Company has been Dissolved.  If you don't plan to reopen your Delaware Corporation after it has been Closed, you should cancel the EIN account that has been assigned to your Company.

The time it takes to Dissolve a Delaware Corporation varies depending on how long it takes to complete the actions that are required in each specific case - holding meetings, closing accounts, distributing assets, etc.

Once the initial actions are completed, the Delaware Secretary of State usually takes around 5-7 business days to process the Certificate of Dissolution.

Processing times for Delaware Corporation Dissolution filings vary depending on the work load of the Secretary of State's staff.  We've found that normal processing of Delaware Dissolution filings takes the state around 5-7 business days.

We are dependent on, and have no control over, the staff and systems of the Delaware Secretary of State . In our experience 5-7 business days is the time it usually takes the Delaware Secretary of State to process a Delaware Dissolution filing. We get your Delaware Corporation Dissolution filing to the DE Secretary of State as soon as possible after we receive your order. Once it is at the state we have no control over the Delaware Dissolution approval process.

The total cost to Dissolve a Delaware Corporation varies depending on exactly what is required for each specific DE Dissolution. We charge $249 plus any state fees for our Delaware Corporation Dissolution services. This includes:

• Same day processing
• Transcribe minutes of Board of Directors meeting which proposes Dissolution
• Transcribe minutes of Shareholders meeting at which Dissolution was approved
• Prepare and file Certificate of Dissolution with the Delaware Secretary of State
• Prepare US IRS Form 966 for you to sign and file
• Prepare documents to cancel Federal EIN account
• Certified copy of Dissolution filing from DE Secretary of State
• Priority Mail Delivery of all documents
• Unlimited Customer Support

We also offer these Delaware Corporation Dissolution services separately as explained below.

If there are Foreign Corporations in states other than Delaware that are tied to the Domestic Delaware Corporation then each of those Foreign Corporations must be Dissolved before the Delaware Corporation can be legally Dissolved.

There are no state of Delaware requirements for the publication of a Notice of Dissolution of a Delaware Corporation.

While the Delaware Secretary of State does not legally require the publication of a Notice of Dissolution of a Delaware Corporation, publication is a good way to notify anyone who might have a claim against the Delaware Corporation.  Evidence of publication might prove useful down the line if someone makes a claim against the DE Corporation after the Delaware Corporation has been dissolved.