How to Dissolve an LLC in Delaware
To dissolve an LLC in Delaware, file with the Delaware Division of Corporations: Certificate of Cancellation. How you file: by mail/fax with a cover memo (often via registered agent). State filing fee: $220 (agency fee page, read Oct 23, 2026). Processing time: standard ~2–3 weeks; expedited available.
Closing a Delaware corporation, not an LLC? Corporations file a Certificate of Dissolution, not a Certificate of Cancellation, and pay the franchise tax first. See how to dissolve a corporation in Delaware.
| Filing agency | Delaware Division of Corporations ↗ |
|---|---|
| Form to file | Certificate of Cancellation |
| State filing fee | $220 We read this on the agency's own fee page (2026-10-23) ↗ |
| How to file | By mail/fax with a cover memo (often via registered agent) |
| Processing time | Standard ~2–3 weeks; expedited available |
For comparison, the 15 state fees we have re-read on the agencies' own pages run from $0 to $220. Every state side by side: the LLC dissolution fees by state table.
Want a checklist for your LLC? Our free Dissolution Wizard asks four questions and builds your Delaware checklist: the form, the order of the steps and the tax filings.
Rather not file the Delaware paperwork yourself?
Paid link: we may earn a commission at no extra cost to you. It does not change the steps we recommend.
Bizee
Bizee is a business filing service that can handle the dissolution filing with Delaware for you. Check what the order includes and the total price on Bizee's page before you pay. The tax, license and bank steps on this page still apply, and Bizee says it is not a law firm and does not give legal advice.
See Bizee's dissolution service ↗Paid linkLegalZoom
LegalZoom sells three dissolution packages that prepare the paperwork and file it with your state. Prices on LegalZoom's page on Oct 28, 2026, each plus state filing fees:
- Standard Dissolution, $299: Your Articles of Dissolution prepared and filed with your state, filing instructions and specialists for questions; an expedited option at checkout.
- Business Dissolution Manager, $799: Hands-on management, outstanding annual reports and reinstatements where required, a Secretary of State status evaluation, and unlimited phone and e-mail access.
- Business Dissolution Manager + Rush Filing, $899: The Business Dissolution Manager with rush filing.
Check the total at checkout before you pay.
See LegalZoom's dissolution packages ↗Paid linkWhat are the 7 steps to dissolve your Delaware LLC?
- Vote to dissolveHold a member vote (or follow your operating agreement) and record the decision in writing. This is the legal trigger for winding up.
- Wind up the businessStop taking new business, finish existing obligations, collect receivables, and make a list of every asset and debt.
- Notify creditors & settle debtsTell known creditors, pay what you owe, and resolve claims. Do this before distributing anything to members, otherwise members can become personally exposed.
- File the state dissolution formFile your state's dissolution form with the Secretary of State. The exact name varies by state: Articles of Dissolution, Articles of Termination, or a Certificate of Cancellation (your state guide below shows the precise form, fee, and filing method). A few states (Texas, Pennsylvania, and others) require tax clearance before they'll accept this filing: check your state's notes first.
- Close federal & state taxesFile a final federal return (check the "final return" box), file final state returns, and handle final payroll/1099s. Cancel your EIN with the IRS by letter once done.
- Cancel licenses, permits & registrationsCancel business licenses, seller's permits, DBAs, and any foreign-state registrations so fees and filings stop accruing.
- Close accounts & keep recordsClose business bank accounts and credit lines after final payments clear. Keep dissolution records and final returns for at least several years.
What does Delaware require that other states do not?
- Pay all past-due AND current-year Delaware franchise tax first: the state rejects cancellation otherwise.
- Most owners file through their Delaware registered agent.
What money can you get back when you close?
Closing does not pay you anything by itself. Money comes back, or stops going out, in three places: what is left after creditors are paid goes to the members, the yearly state charge stops, and part of some prepaid services and deposits may be refundable.
- What is left goes to the members. Once every known creditor is paid, the LLC's remaining cash and assets are distributed to the members in the shares the operating agreement sets (step 3 above). Members who are paid before creditors can be held personally liable for what is still owed.
- The yearly state charge stops once the dissolution is on file. In Delaware that is the annual LLC tax (Division of Corporations): $400 a year, which we read on the agency's page on Oct 27, 2026. Due by June 1; no annual report. Late payment adds a $200 penalty plus 1.5% interest per month.
- Prepaid services and deposits. When you cancel them during the wind-up, ask each provider in writing whether any unused part of a prepaid subscription, a registered agent term or a deposit is refundable.
💡 What does it cost to not close? The Cost-of-Waiting Calculator adds up a year of fees for an LLC you no longer use.
What other steps might you need in Delaware?
- Have employees to let go first? See how to terminate an employee in Delaware (including the final-paycheck deadline).
- Managing a struggling employee instead of closing? Use the free PIP builder.
Dissolving an LLC in Delaware: FAQ
What form do I file to dissolve an LLC in Delaware?
In Delaware you file the Certificate of Cancellation with the Delaware Division of Corporations. Always confirm the current form on the official Delaware filing portal.
How much does it cost to dissolve an LLC in Delaware?
The Delaware filing fee is $220, as listed on the agency's fee page when we read it on Oct 23, 2026. Fees change: verify the current amount before paying.
What happens if I just stop using my LLC instead of dissolving it?
The LLC stays legally alive. You keep owing annual reports, franchise fees, and registered-agent fees, and you can rack up penalties and lose good standing. Formally dissolving is the only way to stop the clock and limit liability.
How much does it cost to dissolve an LLC?
The state filing fee ranges from $0 to $220 depending on the state. On top of that you may need to clear back taxes, franchise fees, or a tax-clearance certificate. See your state guide for the exact fee.
How long does it take to dissolve an LLC?
Online filings are often processed within a few business days; mail filings can take 1–3 weeks in most states, and a few (like Maine or Maryland) run 6+ weeks. States that require tax clearance first (e.g. Texas) take longer.
Do I need to cancel my EIN?
The IRS does not reuse or truly "cancel" an EIN, but you should close your business account with the IRS by sending a letter after filing your final return. This tells the IRS the entity is closed.
Can I dissolve an LLC that has debts?
Yes, but you must wind up properly: notify creditors and settle or resolve debts before distributing remaining assets to members. Distributing assets while debts are unpaid can expose members personally.
Do I have to file a final tax return?
Yes. File a final federal return with the "final return" box checked, plus final state returns and any final payroll/1099 filings.
These answers are general information, not legal, tax, or financial advice. Rules and fees change and vary by state: confirm current requirements with the relevant government agency and, for your situation, a licensed professional.
Dissolve an LLC in another state
This guide is general information, not legal or tax advice. Requirements and fees change: always confirm with the Delaware filing agency and a licensed professional before filing.