Delaware’s Certificate of Short Form Dissolution is a one-page filing under Section 275 of the General Corporation Law that lets a corporation with no assets and no business activity formally close with the Secretary of State for a $10 fee, provided all franchise taxes are paid in full. The form only works for corporations that have paid nothing more than the minimum franchise tax every year of their existence. If that fits your situation, the process is straightforward; if it doesn’t, you’ll need the standard dissolution path instead.
Who Can Use the Short Form
The certificate itself requires the corporation to make three sworn declarations, and all three must be true when you file:
- The corporation owns no assets and has completely ceased transacting business.
- For every year since incorporation, it was only required to pay the minimum franchise tax under Section 503.
- Every franchise tax and fee owed to Delaware has been paid through the end of the calendar year in which the certificate is filed.
If the corporation ever owed more than the minimum franchise tax in any year, or still holds property, cash, or receivables, the short form is off the table. The standard Section 275 dissolution applies instead, which carries a $224 filing fee and requires more detailed submissions.
Accuracy on these declarations is not a formality. A corporation that files the short form while it still holds assets or owes money exposes the signing directors to potential liability for breach of fiduciary duty.
Board and Stockholder Approval
Before anything is filed, the corporation needs internal authorization. The board of directors must adopt a resolution to dissolve by a vote of at least a majority of the entire board at a meeting called for that purpose. The board then notifies all stockholders entitled to vote and schedules a stockholder meeting, where a majority of outstanding stock entitled to vote must approve. The form references this as authorization “in accordance with subsections (a) and (b) of Section 275.”
There’s a shortcut. If every stockholder entitled to vote consents in writing, no board resolution or stockholder meeting is required at all. The form captures that route by also referencing subsection (c) of Section 275.
Keep the signed resolution or written consents. You need the exact date the dissolution was authorized to complete the certificate, and the IRS later requires a certified copy of the resolution with Form 966.
Completing the Certificate
The form is available as a PDF on the Delaware Division of Corporations website under “Dissolutions and Cancellations” — look for “Dissolution – Section 275 – Short Form.” Each field has specific requirements:
- Corporation name. Enter the exact legal name as it appears in the Division’s records. A missing comma or an abbreviation mismatch will get the filing rejected. Verify the name against the Division’s online entity database before filing.
- Date of incorporation. The original formation date in Delaware, not an amendment or conversion date.
- Date dissolution was authorized. The date the board and stockholders approved, or the date all stockholders signed written consents.
- Directors and officers. List the name, title, and full mailing address (street number, city, state, zip) of every director and officer serving at the time of filing.
- Statutory declarations. Pre-printed statements that the corporation has no assets, has only ever paid minimum franchise tax, and has paid all taxes through the filing year. Signing attests these are true.
- Effective date. You can specify a future effective date. Leave it blank and the dissolution takes effect the moment the Secretary of State files the certificate.
An authorized officer, typically the president or secretary, signs the completed certificate. The signer’s name must be typed or legibly written beneath the signature.
Clearing Franchise Taxes First
The Division of Corporations will not accept the certificate until all franchise taxes and annual reports are current through the end of the year you file. The form states this as a condition.
Domestic corporations owe their annual franchise tax and report by March 1 each year. A late report triggers a $200 penalty plus 1.5 percent monthly interest on any unpaid balance. If anything has been missed, bring the filings current and pay the accumulated penalties before submitting the dissolution.
Separately, the Delaware Division of Revenue can issue a Certificate of Tax Clearance covering corporate income taxes for $40 per corporation, with a three-to-five-week processing time. The dissolution form doesn’t require it, but some practitioners obtain one to confirm a clean break with the revenue department.
Submitting the Form and Paying the Fee
The base filing fee is $10. That reduced fee applies because the certificate confirms the corporation meets the three qualifying conditions under Section 391.
Two ways to submit:
- Online. The Division’s Document Upload Service accepts the form electronically with credit card or pre-established account payment. Faster.
- By mail. Division of Corporations, 401 Federal Street, Suite 4, Dover, DE 19901.
A certified copy of the filed certificate costs an additional $50 and is worth requesting. Banks, creditors, and other states will accept it as proof the corporation no longer exists.
Expedited Processing
Standard processing takes several business days. If you need it faster, the Division offers four tiers on top of the $10 filing fee:
- Next-day service, $50 to $100, filing must arrive by 7:00 p.m. EST.
- Same-day service, $100 to $200, filing must arrive by 2:00 p.m. EST.
- Two-hour service, $500, filing must arrive by 7:00 p.m. EST.
- One-hour service, $1,000, filing must arrive by 9:00 p.m. EST.
What Happens After the Certificate Is Filed
Filing removes the corporation from Delaware’s active records, but it does not erase the entity immediately. Under Section 278, a dissolved corporation continues to exist as a legal body for three years after dissolution for the limited purposes of settling its affairs, defending lawsuits, and distributing any remaining assets to stockholders.
If a lawsuit is filed against the corporation during that three-year window, the corporation continues to exist for that case until all judgments are fully executed, even if the resolution runs past three years. The Court of Chancery can also extend the wind-down period.
Federal Steps the Delaware Filing Doesn’t Cover
Dissolving with Delaware does not notify the IRS. Three federal steps remain.
Form 966. File Corporate Dissolution or Liquidation within 30 days after the board and stockholders adopt the dissolution resolution. Attach a certified copy of the resolution. If the resolution is later amended, file another Form 966 within 30 days of the amendment.
Final income tax return. File a final Form 1120 (or 1120-S for S corporations) for the corporation’s last tax year. Check the “Final Return” box in Item E at the top of the return. The deadline is the 15th day of the fourth month after the corporation’s tax year ends.
Deactivating the EIN. The IRS does not automatically close an Employer Identification Number when a corporation dissolves. After all final returns are filed and any taxes owed are paid, send a letter requesting EIN deactivation that includes the corporation’s legal name, EIN, address, and reason for closing. Mail it to the IRS at MS 6055, Kansas City, MO 64108, or MS 6273, Ogden, UT 84201.
Withdrawing From Other States
If the corporation registered to do business anywhere besides Delaware, dissolving in Delaware does not remove those foreign qualifications. Each state where the corporation held authority will keep expecting annual reports and fees until the corporation formally withdraws.
Withdrawal usually means filing a certificate of withdrawal with each state’s secretary of state, paying outstanding fees or taxes, and filing any overdue annual reports. Some states also require tax clearance from their revenue department before processing the withdrawal, which can add weeks. Until withdrawal is complete, the corporation can accumulate annual report penalties in those states even though it no longer exists in Delaware.