The process of Legally Closing a LLC in Delaware is called Dissolution.  After a Delaware LLC 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 LLC is created when the DE Secretary of State approves the Formation Documents - the Articles of Organization.  A record of the Delaware LLC is added to the list of LLCs which have officially registered with the Delaware Secretary of State.  Once a LLC is registered with the Delaware Secretary of State, that LLC 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 LLC 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 LLC 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 LLC, that Delaware LLC is said to be Dissolved.  The process of Dissolving a Delaware LLC is called Delaware LLC Dissolution.

If a Delaware Limited Liability Company owes any Franchise Taxes to the Delaware Department of Revenue the Delaware LLC can pay them at the time of Dissolution.

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

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

Delaware LLC 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 LLC 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 LLC.

When a Delaware LLC is originally created, the Members (owners) may create a document called an Operating Agreement.  The Operating Agreement may include pretty much anything that has to do with running the LLC, including specific requirements which need to be followed before the LLC may be Legally Closed.  Before you do anything else, you should review the Operating Agreement for anything that needs to be done before the Business is Legally Closed.

What you have to do both before and after the Delaware LLC is Dissolved largely depends what kind of debts and liabilities that the Delaware LLC has.  If the Delaware LLC has not commenced business activities then the DE LLC Dissolution process is easier.

1. Hold a Members meeting and record a resolution to Legally Close the Delaware LLC
2. File all required Annual Reports with the Delaware Secretary of State
3. Clear up any business debts
4. Pay all taxes and administrative fees owed by the Delaware LLC

1. Hold a Members meeting and record a resolution to Legally Close the Delaware LLC
   
   Delaware LLC Dissolution is one part of a larger process commonly called the "Winding Up" process.
   
   A meeting should be held of all Members of the Delaware LLC and a vote to Legally Close the Delaware Limited Liability Company taken.  There should be a majority of Members who vote Yes to Legally Close the company. A formal date on which the LLC will be closed should be specified.  Minutes of the meeting should be recorded and retained in the business records.  If the Delaware LLC does not have any Members then the Organizer(s) have to apply for Dissolution of the Delaware LLC.
   
   
   We can transcribe and compile any minutes or approvals into a form that is legally recognized by the Delaware Secretary of State.
   
   
2. File all required Annual Reports with the Delaware Secretary of State
   
   The Delaware Secretary of State will not approve the Dissolution of a DE LLC until all required administrative reports have been filed.
   
   
   We can file any required Annual Reports with the DE Secretary of State quickly and easily.
   
   
3. Clear up any business debts
   
   All creditors of a Delaware LLC should be given notice of the pending LLC 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.
   
   
4. Pay all taxes and administrative fees owed by the Delaware LLC
   
   The Delaware Secretary of State will definitely not approve the Dissolution of a Delaware LLC until all outstanding taxes and applicable registration and administrative fees have been paid.

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

1. Distribute all remaining assets of the Delaware LLC
   
   If the Delaware LLC has any remaining assets, these may be divided according to the Members' ownership interests in the DE Limited Liability Company.  Refer to the Articles of Organization for specific requirements, if any, for asset distribution.  All distributions to LLC Members must be reported to the IRS.
   
   
2. Close all business bank accounts of the Delaware LLC
   
   If there are any business bank accounts that have been opened for the Delaware LLC then those accounts must be closed.  If any business bank accounts are left open then there may be liability and obligations of the Dissolved Delaware LLC which could lead to legal problems down the line.
   
   
3. Cancel all local business licenses and permits of the DE LLC
   
   If the Delaware LLC 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 LLC may have.  This includes business registration licenses as well as reseller permits.
   
   
4. File IRS Form 966
   
   A dissolved Delaware LLC may be required to file IRS Form 966 with the US Internal Revenue Service.  If a Delaware LLC is required to file IRS Form 966, that 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 LLC 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 LLC's Federal Tax ID (EIN)
   
   A Federal Tax ID, or Federal Employer Identification Number (EIN), is like a Social Security Number for the Delaware LLC.  Once the IRS links an EIN to a Delaware LLC, that EIN stays with the Delaware LLC even after the Company has been Legally Closed by the Delaware Secretary of State.
   
   When the IRS processes the final tax return for the Delaware LLC, 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 LLC down the line then the IRS will reactivate the old EIN for your new Business.
   
   Before a Delaware LLC can close an EIN account, it must be in Good Standing with the IRS.  The Delaware LLC must have filed all required tax returns and paid any applicable fees and penalties due to the IRS.  The Delaware LLC 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 Organization and any Amendments - and all Dissolution douments.

You notify the IRS that your Delaware LLC 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 LLC 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 LLC you most likely were assigned a Federal Employer Identification Number (EIN).  Once the IRS links an EIN to a LLC, that EIN stays with the LLC even after the Company has been Dissolved.  If you don't plan to reopen your Delaware LLC 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 LLC 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 Cancellation.

Processing times for Delaware LLC 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 LLC 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 Legally Close a Delaware LLC varies depending on exactly what is required for each specific DE Dissolution.  We charge $249 plus any state fees for our Delaware LLC Dissolution services. This includes:

• Same day processing
• Transcribe minutes of Members meeting which approves Closing the Company
• Prepare and file the Certificate of Cancellation 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 LLC Dissolution services separately as explained below.

If there are Foreign Limited Liability Companies in states other than Delaware that are tied to the Domestic Delaware LLC then each of those Foreign LLCs must be Dissolved before the Delaware LLC can be legally Dissolved.

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

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