Delaware Certificate of Dissolution: Forms, Fees and Steps

Which Delaware certificate of dissolution you need

The Division of Corporations publishes separate dissolution forms for different situations. For corporations, its forms page lists:

• Section 275 certificate of dissolution, for a stock corporation whose board and stockholders authorized the dissolution.
• Section 274 certificates, for a corporation that dissolves before beginning business or before issuing shares.
• Section 276a and 276b certificates, including one for dissolving before beginning business.

Most of these also come in a short form version. The short form for a stock corporation is filed under Sections 275 and 391(a)(5)(b).

LLCs do not file a certificate of dissolution. A Delaware LLC files a certificate of cancellation, which is a separate form on the same page.

Fees for a Delaware certificate of dissolution

From the Division's fee schedule revised August 1, 2026:

The schedule also lists optional expedited service fees. The fee to file is separate from franchise taxes and annual report fees, which must be paid before the Division will file the dissolution.

How to dissolve a Delaware corporation, step by step

1. Get board and stockholder approval

The Section 275 certificate states that the dissolution was duly authorized by the board of directors and stockholders under subsections (a) and (b) of Section 275, and gives the date it was authorized. Your corporate counsel should confirm the vote your charter and bylaws require.

2. Pay franchise taxes and file annual reports

The short form instructions say franchise taxes must be paid and annual reports filed through the effective date of the dissolution. The Division asks you to contact its Franchise Tax Section before you submit, to find out which franchise taxes and annual franchise tax reports are due.

3. Complete the form

The Section 275 forms ask for:

• the corporation's exact name and the date it was incorporated (on the short form),
• the date the dissolution was authorized,
• the names and addresses of the directors,
• the names, titles and addresses of the officers,
• on the short form, the Section 391 statements and an address for service of process,
• the signature of an authorized officer, with the name printed or typed under it.

4. File and pay

The Division's instructions ask you to include a cover letter with your name, address and phone number so they can contact you, and to make checks payable to "Delaware Secretary of State." You receive a stamped "Filed" copy; a certified copy costs an additional $50.

After the certificate is filed

Filing ends the corporation's status as an active entity, but it does not finish the job on its own. Final federal returns still go to the IRS, including Form 966 for a corporation that adopts a plan of dissolution, and final payroll returns if you had employees. Remaining assets should be sold or distributed as part of winding up, which can include intellectual property, domains and company data that buyers pay for.

Common questions