US state
Closing a business in Delaware with employees
Final wages are due on the later of the next date wages would be paid through the last day worked under the regular pay cycle, or three business days after the last day worked. Delaware requires 60 days' written notice before the order takes effect. A limited liability company files a Certificate of Cancellation for $220. Taxes due to the state must be paid before that dissolution filing.
| Fact | Detail |
|---|---|
| Final pay on termination | If an employee quits, resigns, is discharged, suspended, or laid off, earned wages are due on the later of the next date wages would be paid through the last day worked under the regular pay cycle, or three business days after the last day worked. State of Delaware |
| Final pay on resignation | If an employee quits, resigns, is discharged, suspended, or laid off, earned wages are due on the later of the next date wages would be paid through the last day worked under the regular pay cycle, or three business days after the last day worked. State of Delaware |
| Accrued vacation | Vacation pay an employer agreed to provide is due within 30 days after that payment is required to be made. State of Delaware |
| State WARN | An employer of 100 or more employees may not order a mass layoff, plant closing, or relocation that causes an employment loss unless it gives written notice at least 60 days before the order takes effect. State of Delaware |
| Dissolution form | Certificate of Cancellation Delaware Department of State, Division of Corporations |
| Filing fee | $220 Delaware Department of State, Division of Corporations |
| Tax clearance | Before the Certificate of Dissolution can be filed, all taxes due to the State through the effective date of the dissolution must be paid. Delaware Department of State, Division of Corporations |
| Franchise or annual report | All applicable annual franchise tax reports must be filed before a Certificate of Dissolution can be filed. Delaware Department of State, Division of Corporations |
How to wind down a company in Delaware: filing, fee and approvals
Delaware Department of State, Division of Corporations lists Certificate of Cancellation at $220 in Division of Corporations fee schedule, August 2026. Submit the certificate to the Division of Corporations at 401 Federal Street, Suite 4, Dover, DE 19901, with a cover letter and a check payable to Delaware Secretary of State.
Delaware Department of State, Division of Corporations lists Certificate of Dissolution (Section 275) at $224 in Division of Corporations fee schedule, August 2026. Submit the certificate to the Division of Corporations at 401 Federal Street, Suite 4, Dover, DE 19901, with a cover letter and a check payable to Delaware Secretary of State. Expedited services are available.
The filing steps and the DGCL sequence are in how to dissolve a Delaware corporation.
Dissolution filing in Delaware
| Item | What the filing office states |
|---|---|
| LLC form | Certificate of Cancellation |
| LLC fee | $220 |
| LLC how to file | Submit the certificate to the Division of Corporations at 401 Federal Street, Suite 4, Dover, DE 19901, with a cover letter and a check payable to Delaware Secretary of State. |
| Corporation form | Certificate of Dissolution (Section 275) |
| Corporation fee | $224 |
| Corporation how to file | Submit the certificate to the Division of Corporations at 401 Federal Street, Suite 4, Dover, DE 19901, with a cover letter and a check payable to Delaware Secretary of State. Expedited services are available. |
| Processing | A stamped filed copy is returned. A certified copy is an additional $50. A document longer than one page adds $9 for each extra page. |
A stamped filed copy is returned. A certified copy is an additional $50. A document longer than one page adds $9 for each extra page. Submit the certificate to the Division of Corporations at 401 Federal Street, Suite 4, Dover, DE 19901, with a cover letter and a check payable to Delaware Secretary of State.
Tax clearance in Delaware
Before the Certificate of Dissolution can be filed, all taxes due to the State through the effective date of the dissolution must be paid. Delaware Department of State, Division of Corporations
All applicable annual franchise tax reports must be filed before a Certificate of Dissolution can be filed.
Delaware Department of State, Division of Corporations states that rule in Certificate of Dissolution for a stock corporation, Section 275.
Certificate of Cancellation is $220.
Certificate of Dissolution (Section 275) is $224.
A stamped filed copy is returned. A certified copy is an additional $50. A document longer than one page adds $9 for each extra page.
Employees in Delaware: final pay and layoff notice
If an employee quits, resigns, is discharged, suspended, or laid off, earned wages are due on the later of the next date wages would be paid through the last day worked under the regular pay cycle, or three business days after the last day worked.
Resignation in Delaware uses that same wage timing.
Vacation pay an employer agreed to provide is due within 30 days after that payment is required to be made.
An employer of 100 or more employees may not order a mass layoff, plant closing, or relocation that causes an employment loss unless it gives written notice at least 60 days before the order takes effect.
Coverage is 100 or more employees, excluding part-time employees, or 100 or more employees who work at least 2,000 hours per week in the aggregate.
The notice period is 60 days.
Federal WARN, when it applies, uses 60 days' notice and an employer-size threshold of 100. The rest of the test is on the U.S. Government Publishing Office page.
Federal periods for keeping tax records are in how to wind down a company.
Compare final paycheck and WARN rules by state when you have staff in more than one state.
Read closing a business in California with employees. Read final pay in New York. Read Texas dissolution fee.
Read how to tell employees the company is closing before the meeting.
Run a WARN check for a Delaware employer against your headcount.
Build a closing checklist for Delaware from the same rules.
See when canceled tools delete company records before you turn a tool off.
Read what each tool deletes when you stop paying for the vendor clocks.
After dissolution in Delaware
All applicable annual franchise tax reports must be filed before a Certificate of Dissolution can be filed.
Delaware Department of State, Division of Corporations states that rule in Certificate of Dissolution for a stock corporation, Section 275.
For the survival period, read how to dissolve a Delaware corporation.
The Certificate of Cancellation fee is $220.
The Certificate of Dissolution (Section 275) fee is $224.
Before the Certificate of Dissolution can be filed, all taxes due to the State through the effective date of the dissolution must be paid.
How Delaware compares with California, New York and Texas
A dash (—) is an empty cell. It is not a finding that no rule exists.
| State | Final pay on termination | State WARN notice | Dissolution fee |
|---|---|---|---|
| Delaware | If an employee quits, resigns, is discharged, suspended, or laid off, earned wages are due on the later of the next date wages would be paid through the last day worked under the regular pay cycle, or three business days after the last day worked. | 60 days, 100 or more employees, excluding part-time employees, or 100 or more employees who work at least 2,000 hours per week in the aggregate | LLC $220 |
| California | If an employer discharges an employee, the wages earned and unpaid at the time of discharge are due and payable immediately. | 60 days, 75 or more persons employed at the establishment now or within the preceding 12 months | LLC $0 |
| New York | If employment is terminated, the employer shall pay the wages not later than the regular pay day for the pay period during which the termination occurred. If the employee requests it, those wages shall be paid by mail. | 90 days, 50 or more employees, excluding part-time employees, or 50 or more employees who work at least 2,000 hours per week in the aggregate | LLC $60 |
| Texas | An employer shall pay in full an employee who is discharged from employment not later than the sixth day after the date the employee is discharged. | No state notice statute confirmed | LLC $40 |
Certificate of Cancellation is $220 in Delaware. Termination - CA LLC is $0 in California.
Delaware state notice is 60 days. New York state notice is 90 days.
Delaware: An employer of 100 or more employees may. Texas: Texas statutes do not require an employer to.
Certificate of Cancellation is $220 in Delaware. Articles of Dissolution is $60 in New York.
Certificate of Cancellation is $220 in Delaware. Certificate of Termination (Form 651) is $40 in Texas.
General information only. This is not legal, tax or financial advice.
Related
- Wind-down rules by US state
Final paycheck deadlines, state WARN notice, and dissolution fees for 51 US jurisdictions.
- Winding down
Order of operations to wind down a company, from approval through taxes and dissolution.
- District of Columbia
Final pay, state WARN, and the dissolution fee for District of Columbia.
- Florida
Final pay, state WARN, and the dissolution fee for Florida.
- Georgia
Final pay, state WARN, and the dissolution fee for Georgia.
- Dissolve a Delaware corporation
Board and stockholder approval, franchise tax, and the Delaware certificate of dissolution.
- California
Final pay, state WARN, and the dissolution fee for California.
- New York
Final pay, state WARN, and the dissolution fee for New York.
Questions about closing a business in Delaware
How fast must a final paycheck be paid in Delaware after a layoff?
If an employee quits, resigns, is discharged, suspended, or laid off, earned wages are due on the later of the next date wages would be paid through the last day worked under the regular pay cycle, or three business days after the last day worked. A LLC files Certificate of Cancellation for $220. Delaware is read beside California, not as a copy of that neighbour. The labor department host is labor.delaware.gov.
Does Delaware have its own WARN Act?
An employer of 100 or more employees may not order a mass layoff, plant closing, or relocation that causes an employment loss unless it gives written notice at least 60 days before the order takes effect. State of Delaware states that rule in 19 Del. C. Chapter 19, Delaware Workplace Adjustment and Retraining Notification Act. A LLC files Certificate of Cancellation for $220. Delaware is read beside California, not as a copy of that neighbour. The labor department host is labor.delaware.gov.
What certificate does the Delaware Division of Corporations require before it files a dissolution?
The corporation form is Certificate of Dissolution (Section 275). Before the Certificate of Dissolution can be filed, all taxes due to the State through the effective date of the dissolution must be paid. Send the certificate only after that tax step is done. Your lawyer matches the form to the corporation you are closing.
What Delaware franchise-tax step has to be finished before the certificate of dissolution is filed?
All applicable annual franchise tax reports must be filed before a Certificate of Dissolution can be filed. Read that note beside the dissolution fee, not instead of it. Ask your lawyer which report is still due for the entity you are closing in Delaware. Do not treat the note as legal advice for your payroll.
Does Delaware require tax clearance before dissolution?
Before the Certificate of Dissolution can be filed, all taxes due to the State through the effective date of the dissolution must be paid. Follow that tax step before you rely on the dissolution filing in Delaware. Your lawyer can match it to the entity you are closing.
Sources
- State of Delaware. 19 Del. C. Chapter 11, Wage Payment and Collection. Checked 2026-11-04
- State of Delaware. 19 Del. C. Chapter 19, Delaware Workplace Adjustment and Retraining Notification Act. Checked 2026-11-04
- Delaware Department of State, Division of Corporations. Certificate of Cancellation of a Limited Liability Company. Checked 2026-11-04
- Delaware Department of State, Division of Corporations. Division of Corporations fee schedule, August 2026. Checked 2026-11-04
- Delaware Department of State, Division of Corporations. Certificate of Dissolution for a stock corporation, Section 275. Checked 2026-11-04