How to Dissolve an LLC in Delaware

Delaware Dissolution vs. Cancellation

Delaware uses a two-stage concept. First, the LLC is dissolved under its LLC agreement or Delaware law and its affairs are wound up. Then, after winding up is complete, the LLC files a Certificate of Cancellation under 6 Del. C. §18-203 to cancel its Certificate of Formation.

Before You File: Approve the Dissolution

Check the LLC agreement first. Delaware law gives the agreement substantial control over dissolution. If the agreement does not provide another rule, the statutory default under §18-801 is dissolution by the vote or consent of members who own more than two-thirds of the then-current percentage or other interest in the profits of the LLC.

Wind Up the Delaware LLC

After dissolution and before cancellation, the people winding up the LLC may settle and close the business, dispose of property, prosecute or defend claims, make reasonable provision for liabilities, and distribute remaining assets. Delaware §18-803 expressly keeps the LLC alive for those winding-up purposes until the Certificate of Cancellation is filed.

Pay Creditors and Make Provision for Claims

Delaware's asset-distribution rules prioritize creditors before final member distributions. Pay liabilities or make reasonable provision for them before distributing the remaining property. For an LLC with disputed, contingent or significant claims, use advice tailored to the actual facts rather than relying on a generic checklist.

Pay Delaware Annual LLC Taxes Before Cancellation

The Delaware Division of Corporations says a Certificate of Cancellation cannot be filed until all taxes due to the State through the effective date of cancellation are paid. The current Delaware LLC annual tax is $400, due on or before June 1 for the prior year. Delaware LLCs do not file an annual report.

The Division also states that annual taxes are assessed if the entity is active in Delaware's records at any time during the calendar year. There is no proration of the alternative-entity annual tax. Confirm the exact balance due with the Division's tax system before submitting the cancellation.

File the Delaware Certificate of Cancellation

The final document is the Certificate of Cancellation of Limited Liability Company. The Delaware Division of Corporations' current form and its fee schedule revised August 1, 2026 both list a $220 filing fee. A certified copy costs an additional $50, and optional expedited service carries separate fees.

The standard certificate identifies the LLC's exact name, the date its Certificate of Formation was filed, and the authorized person's signature. Delaware law also permits a future effective date or time in the Certificate of Cancellation.

Special Rule for Registered Series

Delaware's revised August 1, 2026 fee schedule says an additional $50 is due for each registered series named in the Certificate of Cancellation. If the LLC has registered series, verify their status and cancellation treatment before submitting the parent LLC's final certificate.

What Happens After Delaware Files the Cancellation

When the Certificate of Cancellation becomes effective, the LLC's Certificate of Formation is canceled. Keep the filed certificate and tax-payment records with the company's permanent records. If the LLC was qualified in other states, those foreign registrations are not automatically withdrawn by the Delaware filing.

Close the Remaining Business Accounts

• Delaware Division of Revenue: close any business-license or tax accounts that actually apply to operations.
• Local/professional licenses: cancel separate permits or professional registrations where required.
• EIN: use LLC School's Cancel or Close an EIN guide for the separate federal account process.
• Foreign registrations: withdraw separately in every other state where the Delaware LLC qualified to do business.

Common Delaware LLC Cancellation Mistakes

• Using a corporation Certificate of Dissolution instead of the LLC Certificate of Cancellation.
• Filing before winding up is complete.
• Submitting the certificate while Delaware annual LLC taxes are still due.
• Using an outdated $300 annual-tax figure instead of the current $400 amount.
• Ignoring the extra registered-series fee where registered series are named in the cancellation.

About the Author

Ahmad Adil

Ahmad Adil is the founder and CEO of LLC School. Use the official filing and tax-account sources linked in this guide for your LLC’s closeout. Requirements depend on the entity’s status and circumstances.

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