The Delaware LLC Certificate of Cancellation is a one-page form you file with the Division of Corporations to end your LLC’s legal existence in the state. The filing fee is $220 for a domestic LLC, you submit it through the Division’s eCorp portal or by mail to Dover, and the Division will not process it until your LLC has formally dissolved, finished winding up, and paid every dollar of franchise tax it owes.1Justia. Delaware Code 6-18-203 – Cancellation of Certificate Once accepted, your certificate of formation is canceled and Delaware will no longer issue a certificate of good standing for the company.
What Has to Happen Before You File
Cancellation is the last step, not the first. Delaware law requires your LLC to be both dissolved and wound up before the Division will accept the form.1Justia. Delaware Code 6-18-203 – Cancellation of Certificate
Dissolution is the formal decision to shut the business down. It happens when members vote to end it, when a triggering event in the operating agreement occurs, or by court order. Unless your operating agreement sets a different rule, dissolution requires the consent of members holding more than two-thirds of the profits interests.2Delaware Code Online. Delaware Code Title 6 Chapter 18 Subchapter VIII – Dissolution and Winding Up If the operating agreement specifies something else, that controls.
Winding up is everything after that vote: collecting money owed to the LLC, paying creditors, settling lawsuits, distributing what remains to members, canceling the registered agent, and closing bank accounts. All of it has to be finished before you file. Filing while debts remain unpaid or assets undistributed creates legal exposure for the people managing the wind-down.
The Required Order of Payment
Section 18-804 fixes the order in which assets go out, and you don’t have discretion to pay members ahead of creditors. The sequence is:3Delaware Code Online. Delaware Code Title 6 Chapter 18 Subchapter VIII – Distribution of Assets
- Creditors first, including any member or manager owed money as a creditor rather than as an owner.
- Distributions already owed to current or former members, unless the operating agreement says otherwise.
- Return of members’ capital contributions, then the remainder shared according to the operating agreement.
If assets fall short at a given level, claimants at that level share what’s available proportionally. You also have to make reasonable provision for claims that haven’t been filed yet but are likely to come up within ten years of dissolution based on what’s known now. Contingent liabilities like warranty exposure, pending disputes, or unmatured contract obligations belong in that category and need to be addressed before you cancel.
Filling Out the Form
The form is short. You can download it as a PDF from the Division of Corporations website.4Delaware Division of Corporations. Delaware Code 18-203 – Certificate of Cancellation
LLC Name
Enter the LLC’s legal name exactly as it appears in the Division’s records. A misplaced comma, “LLC” versus “L.L.C.,” or a missing word can get the filing rejected. Verify the name through the Division’s free entity search before you fill the field in.
Date of Formation
Write the date the original Certificate of Formation was filed with the Secretary of State. Section 18-203 requires this field, and it ties the cancellation back to the entity’s creation record.1Justia. Delaware Code 6-18-203 – Cancellation of Certificate If you don’t have it, the entity search will show it, or you can request a copy of the formation documents.
Effective Date
You can let the cancellation take effect when the Division processes the filing, or you can pick a specific future date. A future date cannot be more than 180 days after the filing date.5Delaware Code Online. Delaware Code Title 6 Chapter 18 Subchapter II – Section 18-206 A delayed date is useful for lining up the legal termination with the end of a fiscal year or the close of a final contract. Leave it blank and cancellation takes effect on the filing date.
Signature
An authorized person signs. Under Section 18-204, that means any person authorized by the LLC, typically a member, manager, or agent, including an attorney-in-fact acting on the LLC’s behalf.6Delaware Code Online. Delaware Code Title 6 Chapter 18 Subchapter II – Section 18-204 Print or type the signer’s name legibly below the signature line; the Division asks for legible execution so staff can verify the signer against their records.
Franchise Tax Has to Be Current
Delaware LLCs owe an annual franchise tax of $300, due by June 1.7Delaware Division of Revenue. Franchise Taxes The Division will not process a Certificate of Cancellation until all outstanding franchise tax is paid, including tax for the current calendar year. The fee schedule spells this out: the cancellation fee is collected “plus annual taxes to cancel.”8Delaware Department of State. Division of Corporations Fee Schedule If the LLC has been delinquent for multiple years, back taxes and penalties all have to clear first.
Fees and Expedited Processing
The base filing fee is $220 for a domestic LLC and $200 for a foreign LLC. If the certificate names registered series, add $50 per series.8Delaware Department of State. Division of Corporations Fee Schedule A certified copy of the filed certificate is another $50.
Four expedited levels are available on top of the filing fee:9Division of Corporations – State of Delaware. Expedited Services
- Next-day service: $100. Must be received by 7:00 p.m. EST/EDT.
- Same-day service: $200. Must be received before 2:00 p.m. EST/EDT.
- Two-hour service: $500. Must arrive by 7:00 p.m. EST/EDT.
- One-hour service: $1,000. Must arrive by 9:00 p.m. EST/EDT.
Pay by check made out to the Delaware Secretary of State, or by major credit card.
How to Submit
Every submission has to include a Filing Cover Memo along with the certificate itself. The memo lists your name, address, phone or email, and the LLC’s file number from the original formation documents or the entity search. An account number field is optional and leaving it blank won’t delay anything.10Division of Corporations – State of Delaware. Cover Memos
Online Through eCorp
The Division’s eCorp portal takes electronic submissions. You upload the certificate and cover memo, pay by credit card, and the system routes everything to processing staff. Online filing avoids mail delays and reduces the chance of lost documents.
By Mail
If you prefer paper, send the certificate, cover memo, and payment to:11Division of Corporations – State of Delaware. Contact Information
- Regular mail: Division of Corporations, PO Box 898, Dover, DE 19903
- Express or overnight: Division of Corporations, John G. Townsend Bldg., 401 Federal Street, Suite 4, Dover, DE 19901
Use a method with tracking. The Division processes mail in the order received, and proof of delivery matters if there’s any dispute about when your filing arrived, especially around a franchise tax deadline.
After the Division Accepts the Filing
Standard processing time varies with the Division’s volume and runs longer during peak filing seasons.9Division of Corporations – State of Delaware. Expedited Services If timing is tight, pay for one of the expedited tiers.
Once accepted, you receive a stamped, file-dated copy of the Certificate of Cancellation. That document is your proof that the LLC no longer exists as a Delaware entity. If you paid for a certified copy, it will carry the Division’s official seal. Confirmation comes through whatever contact method you listed on the cover memo.
Federal Tax Loose Ends
Cancellation ends your LLC under state law, but federal obligations don’t close automatically.
If the LLC was taxed as a partnership, which is the default for multi-member LLCs, file a final Form 1065 for the last tax year, check the “Final return” box, and issue final Schedule K-1s to each member so they can report their share on their personal returns.12Internal Revenue Service. About Form 1065, U.S. Return of Partnership Income A single-member LLC that reported on Schedule C simply reports the final period of activity on the owner’s personal return for that year.
To close the LLC’s Employer Identification Number account, mail the IRS a letter stating that you want to close the account and that the entity has been formally dissolved. Include the EIN, the LLC’s legal name, and the mailing address on file. The IRS doesn’t offer an online option for this. The EIN itself is never reassigned, so it stays permanently tied to your former LLC in IRS records even after the account is closed.