How do I file an article of dissolution in Delaware?
There are three main steps to dissolve a Delaware general corporation.
- Step 1: Hold a shareholder meeting to get the decision on corporation dissolution.
- Step 2: Pay all franchise taxes and file annual reports to the State of Delaware.
- Step 3: File Certificate of Dissolution with the Secretary of Delaware.
- Winding up.
When a corporation is dissolved voluntarily?
A corporation may be dissolved in one of three primary ways: Voluntary dissolution. As the name suggests, a voluntary dissolution is one in which the shareholders of a corporation decide to dissolve or wind down the corporation voluntarily. Involuntary dissolution.
What does it mean if a company is administratively dissolved?
Administrative dissolution is an action taken by the Secretary of State that results in the loss of a business entity’s rights, powers and authority. Reinstatement is the action taken that restores an administratively dissolved business entity’s rights, powers, and authority.
How much does it cost to dissolve a Delaware corporation?
The filing fee is $169 to the Delaware Division of Corporations. You will have to be current on your franchise taxes before the Division of Corporations will process your filing. If you dissolved your Delaware corporation it will show as “Cancelled”. The Delaware Division of Corporations supports a lot of our state.
What do you need to close a Delaware company?
When it is time to close a Delaware company, a document is filed with the Delaware Division of Corporations; this document is called a Certificate of Dissolution for corporations, and a Certificate of Cancellation for LLCs. There is an alternative option that allows you to avoid the process described here.
What does it mean to have a Delaware corporation voided?
An LLC (limited liability company) or LP (limited partnership) that does not pay its Franchise Tax Fees for three years in a row will be cancelled by the state. What Does It Mean to Have a Business Entity Voided by the State of Delaware? There are several ill effects of a voided or cancelled business entity.
When to file Certification of dissolution in Delaware?
If a majority of the outstanding stock of the corporation entitled to vote thereon shall vote for the proposed dissolution, a certification of dissolution shall be filed with the Secretary of State pursuant to subsection (d) of this section.
