How to dissolve a Delaware corporation

Who this filing is for

The filing path for a Delaware corporation is DGCL §275. A Delaware LLC uses a different filing. Corporation, for this filing, means a stock corporation formed under the Delaware General Corporation Law. It has a board of directors and stockholders. A company with investors is still that corporation. The investors change the count of votes. They do not change the statute that names the certificate.

Read the certificate of incorporation and any stockholders' agreement before you count heads. Those documents can require a higher vote than §275. The statute is the floor for the path it describes. It is not a substitute for the charter. A company formed in another state does not end that home-state existence by filing this Delaware certificate. Being qualified to do business in Delaware is not, by itself, this dissolution.

The filing is one task at the end of a close. People, customers, contracts, and taxes other than Delaware franchise tax are a different sequence. Read how to wind down a company for that order, and use the guides to closing, selling or licensing a company when you want a single task instead of the whole close.

What has to be true before the certificate is accepted

DGCL §277 says no corporation shall be dissolved under that chapter until two conditions are met. All franchise taxes due to or assessable by the State must be paid, including all franchise taxes due or which would be due or assessable for the entire calendar month during which the dissolution becomes effective. All annual franchise tax reports must be filed, including a final annual franchise tax report for the year in which the dissolution becomes effective.

The Division of Corporations asks you to clear the same items before you file. Every Delaware corporation must file an annual report and pay a franchise tax. A corporation that is ending its existence must file an annual report and pay any tax due. Contact the Franchise Tax Section before you submit a dissolution, a merger, a conversion, or any other document that ends the corporation's existence. The phone line and the email address are on the annual report and tax information page.

Section 277 also says that if the Secretary of State certifies that an instrument to effect a dissolution has been filed, the corporation shall be dissolved at the effective time of that instrument. The Section 275 form says the certificate is not filed until taxes due through the effective date are paid and the applicable annual franchise tax reports are filed. Ask your lawyer how the statute and the form apply to the packet you are about to send.

How the board and stockholders approve dissolution

Section 275 gives two ways to authorize dissolution. One starts with the board and ends with a stockholder vote. The other skips board action and uses written consent. Do not collapse them into a single approval. The certificate has to say which one you used.

Board resolution under §275(a)

If the board judges that the corporation should be dissolved, §275(a) requires a resolution to that effect adopted by a majority of the whole board at a meeting called for that purpose. After that vote, the board shall cause notice to be given to each stockholder entitled to vote. The notice covers both the adoption of the resolution and a meeting of stockholders to take action on it. The stockholders who receive notice are those entitled to vote as of the record date for determining who is entitled to notice of the meeting.

Section 275(a) does not set how many days of notice the stockholders get. The bylaws and the DGCL sections on stockholder meetings do that work. Use the notice rule that applies to this corporation's meetings, and have the lawyer who reads the board minutes confirm it. The dissolution resolution can also reserve a later choice. Section 275(e) says the resolution may provide that the board may abandon the proposed dissolution without further stockholder action, even after the stockholders have authorized it.

Stockholder vote under §275(b)

At the stockholder meeting, §275(b) says a vote shall be taken on the proposed dissolution. If a majority of the outstanding stock of the corporation entitled to vote thereon votes for the proposed dissolution, the statute calls for a certification of dissolution to be filed with the Secretary of State under §275(d). Majority, in that sentence, is a majority of the outstanding stock entitled to vote, not a majority of the shares that happen to attend.

Subsection (b) uses the word certification. Subsection (d) is the one that lists what the certificate of dissolution sets forth, and it is the instrument the Division's Section 275 form follows. The charter can require a larger vote. If it does, the larger vote is the one you count. The statute's majority is the rule only when the charter does not raise it.

Written consent under §275(c)

Dissolution may also be authorized without action of the directors. Section 275(c) requires that all the stockholders entitled to vote thereon consent in writing. A consent from most of them is not the consent this subsection describes. After that unanimous written consent, a certificate of dissolution is filed with the Secretary of State under §275(d).

The certificate then has to say which path was used. Section 275(d)(3) asks for a statement that the board and stockholders authorized the dissolution under subsections (a) and (b), or that all of the stockholders entitled to vote authorized it under subsection (c). Pick the statement that matches the documents you actually signed.

Franchise tax and the annual report

Franchise tax is the annual tax Delaware charges a corporation for the right to exist, separate from income tax. Domestic annual reports and franchise taxes for the prior year are due on or before March 1, and the Division requires those reports to be filed online. Tax is assessed if the corporation is active on the Division's records any time from January 1 through December 31 of the current tax year. A corporation that dissolves in January has still been active in that year.

There are two ways to compute the tax: the authorized-shares method and the assumed par value capital method. The minimums, the cap, the annual-report fee, and the late penalty are the Division's figures for those methods. They are not a bill for your capitalization until you run the method that fits your share count. Taxpayers who owe $5,000 or more pay estimated tax in quarterly installments.

Estimated-tax dates for a balance of $5,000 or more are June 1 (40%), September 1 (20%), December 1 (20%), and March 1 for the rest. The Division lists those dates with the annual tax. They matter when the last return is large enough to be on the installment schedule. They are not a substitute for the final report §277 names.

The certificate of dissolution

Once dissolution is authorized under §275, subsection (d) says a certificate of dissolution shall be executed, acknowledged, and filed, and shall become effective, in accordance with §103. The certificate sets forth six items, in the statute's order.

1. The name of the corporation.
2. The date dissolution was authorized.
3. That the board and stockholders authorized it under subsections (a) and (b), or that all stockholders entitled to vote authorized it under subsection (c).
4. The names and addresses of the directors and officers.
5. The date of filing of the original certificate of incorporation with the Secretary of State.
6. The agreement required by §275(i).

Subsection (i) is the service-of-process agreement. The corporation agrees that it may be served in Delaware in a proceeding to enforce an obligation of the dissolved corporation. It irrevocably appoints the Secretary of State as its agent for that service, effective when the certificate of dissolution becomes effective, and it specifies the address where the Secretary of State will send a copy of the process. The Division's Certificate of Dissolution (Section 275) is the stock-corporation template for that instrument. The form's execution block says an authorized officer signs it under Section 103 of Title 8. Section 103(a) also allows other signers when the instrument shows there are no officers, or no officers and no directors. Use the signer the instrument itself supports.

The form gives the filing office as the Delaware Division of Corporations, 401 Federal Street, Suite 4, Dover, DE 19901. The fee schedule revised August 1, 2026 lists a state filing fee of $224 for a stock-corporation dissolution under section 275, plus taxes to dissolve. That amount covers the filing fee, receiving and indexing, data entry, the municipality fee, and county recording for a one-page document. Add $9 for each additional page for county recording. The Section 275 cover letter states the same $224 and the same $9. A certified copy is a separate $50 on that form. Expedited service is offered. The schedule lists a same-day fee and a 24-hour fee, and the form tells you to confirm those fees with the Division or the fee chart. Do not take a fee from a Section 274 form and treat it as this one.

Section 103(d) says an instrument filed under §103(c) is effective upon its filing date. The instrument may provide that it becomes effective at a specified later time, not later than a time on the ninetieth day after the date of filing. Section 275(d) uses §103 for the effective time. It does not promise a processing date. Ask the Division about timing before you promise a date to anyone.

Section 274 is a different certificate

DGCL §274 is the procedure when a corporation has not issued shares, or has not commenced the business for which it was organized. A majority of the incorporators, or a majority of the directors if directors were named in the certificate of incorporation or have been elected, may surrender the corporation's rights and franchises by filing a different certificate with the Secretary of State. The Division issues that instrument separately, as a Certificate of Dissolution Before Issuance of Shares filed in accordance with Section 274. It is not the Section 275 certificate, and it is not the form to use once shares are outstanding and the board or the stockholders are dissolving an operating corporation.

Do the seven steps in order. The approvals and the franchise tax come before the certificate, and the wind-up starts after the certificate is effective.

1. Confirm the entity is a Delaware corporation

   Confirm the current name on the Division of Corporations records before you prepare the certificate. The Section 275 form requires that name exactly as it appears in those records. If the corporation never issued shares, use the Section 274 certificate. If the record is a Delaware LLC, use that entity's cancellation filing.

2. Board approval, if you use the board path

   If you use the board path, adopt the resolution by a majority of the whole board at a meeting called for that purpose, then give notice of the resolution and of the stockholder meeting. If every stockholder entitled to vote will consent in writing, you can skip the board vote. Do not mix the two paths on the certificate.

3. Stockholder vote or written consent

   On the board path, take the vote at the stockholder meeting and count a majority of the outstanding stock entitled to vote, not a majority of the shares that attend. On the consent path, collect a written consent from every stockholder entitled to vote. Then prepare the certificate under §275(d).

4. Franchise tax and the final annual report

   Pay franchise taxes through the month the dissolution becomes effective, file the annual franchise tax reports including the final report for that year, and contact the Franchise Tax Section before you submit the certificate. A corporation that dissolves in January was still active in that tax year.

5. Prepare the certificate of dissolution

   Complete the Division's Section 275 form in the statute's order: the name, the authorization date, the path you actually used, the directors and officers, the original incorporation filing date, and the service-of-process agreement in §275(i). The path statement has to match the minutes or the consents you signed.

6. File it with the Division of Corporations

   File the signed certificate with the Delaware Division of Corporations in Dover. Pay the section 275 fee on the August 1, 2026 schedule, plus taxes to dissolve, and the added per-page amount if the certificate runs past one page. The filing is effective on its filing date unless the instrument sets a later time, not later than the ninetieth day after filing. An authorized officer signs it unless the instrument shows there is no officer who can.

7. Wind up after filing

   After the certificate is effective, use the wind-up to sue and be sued, settle the business, convey property, pay liabilities, and distribute what remains. Do not keep operating the business the corporation was organized to conduct. Ask your lawyer before you treat the continuation as a deadline for a particular claim.

After the certificate is filed

Filing is not the end of every duty. DGCL §278 continues a dissolved corporation for 3 years from dissolution, or for such longer period as the Court of Chancery shall in its discretion direct. During that continuation the corporation remains a body corporate for prosecuting and defending suits, whether civil, criminal, or administrative, and for gradually settling and closing its business. During that time it may also dispose of and convey property, discharge liabilities, and distribute to stockholders any remaining assets. It excludes continuing the business for which the corporation was organized.

Section 278 also says an action begun by or against the corporation before dissolution, or within 3 years after it, does not abate because of the dissolution. For that action only, the corporation continues as a body corporate beyond the 3-year period until judgments, orders, or decrees are fully executed, without a special direction from the Court of Chancery. Ask your lawyer whether a particular claim was filed in time, whether a creditor should be paid, and how to divide what is left. Bring the company's own claims and contracts to that conversation.

Whether a closed company can still license its records is a separate question. Read sell data from a closed company. For the records the company still holds, and the choices for those records, read what to do with company data when closing a business. The certificate does not transfer a workspace, and it does not delete one.

What the certificate does not decide

Employee final pay and layoff notice are employer rules. They are not items on the certificate of dissolution. Read winding down a company in Delaware with employees for the Delaware employer rules. For other states, read final paycheck and WARN rules by state. You can also compare employer rules in every US state.

The conversation with staff has its own order. Read how to tell employees the company is closing before the meeting. Customer personal data is a different task from this certificate. Read what to do with customer data when closing a business. Before you cancel the tools that still hold the records, read what to do before canceling software when closing a business. The buyer list is separate from the filing. Read who buys company data for AI when the question is a license, not a certificate.

A Delaware LLC is not this certificate. Do not reuse the Section 275 form, or the section 275 fee line, for an LLC. The whole close, including which records to keep and which systems to cancel, stays in how to wind down a company. Lawyers handling the dissolution who also have a records question can read recovering value for clients in a company dissolution.

Related

• Winding down

  Order of operations to wind down a company, from approval through taxes and dissolution.

• Guides

  How-tos and lists for closing a company, selling one, or licensing its records.

• How to tell employees the company is closing

  The order for telling staff: federal WARN notice, the meeting, a script outline, final pay, and health coverage.

• What to do before canceling software when closing a business

  Nine cross-vendor steps before you cancel: filings, admins, exports, then each vendor's own deletion page.

• What to do with customer data when closing a business

  Inventory, notice, and deletion or return of customer personal data when a business closes.

• Who buys company data

  Four kinds of AI data buyer, what each wants, and what a seller should check first.

Sources

1. State of Delaware. Delaware Code Title 8, Chapter 1, Subchapter X. Checked 2026-11-04
2. State of Delaware. Delaware Code Title 8, § 103. Checked 2026-11-04
3. Delaware Division of Corporations. Annual Report and Tax Information. Checked 2026-11-04
4. Delaware Division of Corporations. Annual Report and Tax Instructions. Checked 2026-11-04
5. Delaware Division of Corporations. Division of Corporations Fee Schedule, revised August 1, 2026. Checked 2026-11-04
6. Delaware Division of Corporations. Certificate of Dissolution (Section 275). Checked 2026-11-04
7. Delaware Division of Corporations. Certificate of Dissolution Before Issuance of Shares (Section 274). Checked 2026-11-04