The cost to dissolve a Delaware LLC starts at $220 in state filing fees, but the real total depends on whether you’re current on franchise taxes. A clean dissolution for an LLC in good standing typically runs $300 to $600 once registered agent fees and incidentals are counted. An LLC that has gone a few years without paying its annual tax can easily owe more than $1,000 before Delaware will accept the cancellation.
The $220 Certificate of Cancellation Fee
The core state cost is $220 to file a Certificate of Cancellation with the Delaware Division of Corporations.1Delaware Division of Corporations. Certificate of Cancellation of a Limited Liability Company That one-time fee covers processing the document that ends the LLC’s legal existence.
If you need faster processing, expedited service costs extra on top of the $220:
- Same-day service: $100 to $200 extra, with the filing received before 2:00 p.m. ET.
- Next-business-day service: $50 to $100 extra, with the filing received before 7:00 p.m. ET.2Delaware Division of Corporations. Expedited Services
A certified copy of the filed certificate, which banks and other institutions sometimes require as proof the LLC no longer exists, adds another $50.3Delaware Division of Corporations. Division of Corporations Fee Schedule
Franchise Tax You Have to Pay Off First
This is where the bill grows. The Division of Corporations will not accept your Certificate of Cancellation until all franchise taxes owed through the effective date of cancellation are paid in full.1Delaware Division of Corporations. Certificate of Cancellation of a Limited Liability Company
Every Delaware LLC owes a flat $300 annual franchise tax, due June 1. If you’re current, you’ll owe only the current year’s $300. If you’re not, each missed year adds $300, plus a $200 late penalty and 1.5% monthly interest on both the tax and the penalty.4Delaware Division of Corporations. LLC/LP/GP Franchise Tax Instructions
An LLC that’s been dormant three years without paying can owe far more than $900 in back taxes. Each year accumulates its own $200 penalty, and the 1.5% monthly interest compounds. A few years of neglect can push total franchise tax liability past $2,000. The Division recommends contacting its Franchise Tax Section for a precise payoff before submitting the cancellation.1Delaware Division of Corporations. Certificate of Cancellation of a Limited Liability Company
File Before December 31 to Avoid Another Year
Delaware does not prorate the franchise tax. If your LLC is active in the Division’s records at any point during a calendar year, you owe the full $300 for that year.4Delaware Division of Corporations. LLC/LP/GP Franchise Tax Instructions Filing your cancellation on January 2 costs the same $300 as being active for the whole year. File before December 31 and you avoid triggering that next year’s tax entirely.
Registered Agent Fees Until Cancellation Posts
Your LLC must keep a registered agent until the Certificate of Cancellation is filed and accepted. Annual registered agent fees in Delaware typically run $50 to $300, depending on the provider. If cancellation lands mid-term of your service agreement, check whether a prorated refund applies or whether you’re locked into the full year.
Don’t cancel the agent before the state accepts the filing. Losing your registered agent can void your good standing and create additional reinstatement costs if you need to clean things up later.
Federal Tax Filings You Still Owe
Dissolving with Delaware doesn’t satisfy the IRS. You still need to file final federal tax returns, and the form depends on how your LLC is classified.5Internal Revenue Service. Closing a Business
- Single-member LLC (disregarded entity): file a final Schedule C with your personal Form 1040 for the year the business closes.
- Multi-member LLC (taxed as partnership): file a final Form 1065 with the “final return” box checked and issue a final Schedule K-1 to each member. The return is due by the 15th day of the third month after the LLC’s tax year ends, typically March 15 for calendar-year filers.6Internal Revenue Service. Starting or Ending a Business
- LLC taxed as a corporation: file a final Form 1120 (C corp) or 1120-S (S corp), check the “final return” box, and file Form 966 to report the dissolution.
Missing the deadline on a multi-member final return is expensive. The IRS charges $255 per partner for each month or partial month the return is late, up to 12 months.7Internal Revenue Service. Failure to File Penalty A two-member LLC filing three months late incurs $1,530 in penalties alone.
You can also send the IRS a letter asking it to deactivate your EIN once final returns are filed and taxes paid. It isn’t legally required, but it prevents the dormant EIN from being misused.8Internal Revenue Service. If You No Longer Need Your EIN
Withdrawal Fees in Other States
If your Delaware LLC was registered to do business in other states (foreign qualification), dissolving in Delaware does not end those registrations. Each state will keep treating your LLC as an active foreign entity, charging annual fees and requiring filings until you formally withdraw. Withdrawal fees vary by state but typically run $20 to over $100 per state. Skipping this step produces years of surprise tax bills from states you thought you’d left.
Optional Professional Fees
None of these are required by Delaware, but they’re worth budgeting depending on complexity. An attorney can help with winding up if the LLC has open contracts, pending litigation, or member disputes. A CPA or tax preparer handles the final returns and can calculate the franchise tax payoff. Dissolution service providers will file the cancellation paperwork for you.
For a simple single-member LLC with no debts, professional fees might add a few hundred dollars. A multi-member LLC with assets, employees, and creditors can easily generate several thousand dollars in professional costs.
What It Costs to Do Nothing
Walking away without filing the Certificate of Cancellation doesn’t make the LLC disappear. The $300 franchise tax keeps accruing each year, with the $200 penalty and 1.5% monthly interest piling on top of every unpaid year.4Delaware Division of Corporations. LLC/LP/GP Franchise Tax Instructions Eventually the LLC loses good standing and its legal authority to do business in Delaware.
If you later want to reinstate, you’ll file a Certificate of Revival, pay all accumulated back taxes, penalties, and interest, and add a $200 revival filing fee.9Delaware Division of Corporations. Certificate of Revival of a Delaware Limited Liability Company If you only want to close the entity, you still owe the full back balance before the state processes the cancellation. The bill only grows. Dissolving promptly is always cheaper.