How to dissolve a corporation in Delaware: forms and taxes
To dissolve a Delaware stock corporation, file a Certificate of Dissolution under Section 275 with the Division of Corporations. The fee is $224. Before it can be filed, the corporation must pay all Delaware taxes due through the dissolution date and file its annual franchise tax reports. Then file IRS Form 966 and the final federal return.
Which Delaware dissolution form do you file?
The Division of Corporations publishes a separate certificate for each section of the General Corporation Law. Most corporations that have issued stock and operated use the first one:
| Certificate | Fee | When you use it |
|---|---|---|
| Section 275: Certificate of Dissolution (stock corporation) | $224read October 28, 2026 | The usual form. A majority of the whole board adopts the resolution and holders of a majority of the outstanding voting stock approve it, or all voting stockholders consent in writing (section 275). |
| Sections 275 and 391: Short Form Certificate of Dissolution | $50read October 28, 2026 | Only if the corporation has no assets, has stopped doing business, has owed only the minimum franchise tax every year since it was formed, and has paid all franchise taxes and fees through the end of the year it files. |
| Section 274: Certificate of Dissolution before beginning business, or before issuance of shares | $224read October 28, 2026 | The corporation never began the business it was formed for, or never issued shares. A majority of the incorporators or directors signs. |
| Section 276(a): Certificate of Dissolution for a non-stock corporation | $224read October 28, 2026 | Corporations without stock. |
Each fee covers a one-page document; add $9 for every extra page. A certified copy costs $50. Expedited handling is available for $100 (24-hour), $200 (same day), $500 (2-hour) or $1,000 (1-hour), according to the fee schedule revised August 1, 2026. Send the certificate with the Division's filing cover memo, and make checks payable to "Delaware Secretary of State". All forms are on the Division's dissolution page.
One inconsistency to know about: the short form certificate and the fee schedule's dissolution list both say $50, while the main table of the same fee schedule shows $234 for "Short Form Dissolution". Confirm the amount with the Division before you send a short form.
What has to be paid before Delaware accepts the dissolution?
Delaware will not file the certificate while the corporation owes the state. The Section 275 form says all taxes due to the state through the effective date of the dissolution must be paid, and all applicable annual franchise tax reports must be filed. The Division asks you to contact its Franchise Tax Section before you submit the certificate, to confirm what is due. Its franchise tax page gives the address as [email protected].
- Annual report: every Delaware corporation files one and pays franchise tax, due by March 1. The filing fee is $50 for a non-exempt corporation.
- Late filing: a $200 penalty if the annual report is not filed by March 1, and interest of 1.5% per month on unpaid tax.
- The year you dissolve counts: the Division assesses the tax if the corporation is active in its records at any time from January 1 to December 31 of the tax year.
- Range: the tax runs from $175 to $200,000 a year ($250,000 for a Large Corporate Filer).
How much franchise tax will the corporation owe?
Delaware has two ways to compute the tax, and you use the one that gives the lower amount. The Authorized Shares method only counts the shares the charter authorizes, so a company with millions of authorized shares gets a large bill. The Assumed Par Value Capital method also uses issued shares and total gross assets (the total assets on Form 1120, Schedule L), and can be far lower for a small company with many authorized shares. Enter your numbers to compare both:
Enter the share and asset figures to compare both methods.
The calculator applies the rates on the Division's franchise tax page to one class of par value stock. It does not handle several stock classes, a stock amendment during the year, quarterly estimates or the Large Corporate Filer rate, and it adds the $50 annual report fee. With no par value stock, the Division says the Authorized Shares method always gives the lower tax. The state's invoice is the number that counts.
What does the Delaware Division of Revenue need?
The franchise tax goes to the Division of Corporations; Delaware's income and gross receipts taxes go to the Division of Revenue. If the corporation did business in Delaware, the Division of Revenue asks you to check the "Out of Business" box and enter the last day of business on the final withholding coupon, the final business license gross receipts coupon, or both, and on the final corporate income tax return. That step is for a corporation that did business in Delaware; one that was only incorporated there still owes the franchise tax and annual reports above.
What does the IRS need when a Delaware corporation dissolves?
The federal steps are the same in every state. Within 30 days after the board and stockholders adopt the resolution or plan to dissolve, file IRS Form 966 with a certified copy of the resolution. File the final federal return with the final return box checked: Form 1120 for a C corporation, generally due by the 15th day of the 4th month after the date it dissolved, or Form 1120-S for an S corporation, generally due by the 15th day of the 3rd month (see how to dissolve an S corp). Issue Form 1099-DIV to stockholders who received liquidation payments, file final payroll forms if there were employees, and then write to the IRS to close the business account.
In what order do you do it?
- Authorize the dissolutionA majority of the whole board adopts a resolution and holders of a majority of the outstanding voting stock approve it, or all voting stockholders consent in writing (section 275). Note the date: it goes on the certificate and starts the Form 966 clock.
- File IRS Form 966 within 30 daysUse the Form 966 date calculator for the deadline.
- Ask the Franchise Tax Section what is dueThen file any missing annual reports and pay the franchise tax through the dissolution date.
- File the Certificate of DissolutionWith the cover memo and the $224 fee, or $50 for a qualifying short form.
- Wind upSection 278 keeps a dissolved corporation in existence for 3 years to settle its business, sell its property, pay its liabilities and distribute what is left to the stockholders, but not to keep running the business.
- File the final returnsThe final federal return and Forms 1099-DIV, the final Delaware returns and coupons with "Out of Business" checked, and the final returns in every other state where the corporation did business. Withdraw its registration in those states too.
- Close the IRS account and the restSend the IRS the letter that closes the business account, then close bank accounts, licenses and permits. Keep the corporate and tax records.
Rather not file the Delaware paperwork yourself?
Paid link: we may earn a commission at no extra cost to you. It does not change the steps we recommend.
Bizee
Bizee is a business filing service that can handle the corporation dissolution filing with Delaware for you. Check what the order includes and the total price on Bizee's page before you pay. The tax, license and bank steps on this page still apply, and Bizee says it is not a law firm and does not give legal advice.
See Bizee's dissolution service ↗Paid linkLegalZoom
LegalZoom sells three dissolution packages that prepare the paperwork and file it with your state. Prices on LegalZoom's page on Oct 28, 2026, each plus state filing fees:
- Standard Dissolution, $299: Your Articles of Dissolution prepared and filed with your state, filing instructions and specialists for questions; an expedited option at checkout.
- Business Dissolution Manager, $799: Hands-on management, outstanding annual reports and reinstatements where required, a Secretary of State status evaluation, and unlimited phone and e-mail access.
- Business Dissolution Manager + Rush Filing, $899: The Business Dissolution Manager with rush filing.
Check the total at checkout before you pay.
See LegalZoom's dissolution packages ↗Paid linkNot legal or tax advice. This page restates Delaware Division of Corporations forms, its fee schedule, Division of Revenue guidance and IRS instructions as of October 28, 2026. Ask a Delaware attorney or a CPA how the winding-up rules and the tax apply to your corporation before you file.
Sources, read October 28, 2026: Delaware Division of Corporations: dissolution and cancellation forms; Delaware: Certificate of Dissolution, Section 275 (rev. 8/2026, PDF); Delaware: Short Form Certificate of Dissolution, Sections 275 and 391 (rev. 8/2026, PDF); Delaware: Certificate of Dissolution before beginning business, Section 274 (PDF); Delaware: Certificate of Dissolution for a non-stock corporation, Section 276(a) (PDF); Delaware Division of Corporations fee schedule (revised August 1, 2026, PDF); Delaware Division of Corporations: Corporate annual report and franchise tax; Delaware Division of Corporations: How to calculate franchise taxes; Delaware Division of Corporations: Pay taxes and file the annual report; Delaware Division of Revenue: Dissolving a Delaware corporation; Delaware Code, Title 8, Chapter 1, Subchapter X (sections 275 and 278); IRS Form 966 (Rev. October 2016) and its instructions; IRS: Closing a business.
Dissolving a Delaware corporation: FAQ
How much does it cost to dissolve a company in Delaware?
The Division of Corporations charges $224 for a Certificate of Dissolution, plus $9 for each page after the first, and $50 if you want a certified copy. Expedited handling costs extra ($100 for 24-hour service, $200 for same day). The larger cost is usually the franchise tax and the $50 annual report fee, which must be paid through the dissolution date before the certificate is accepted.
Can a Delaware corporation dissolve without paying the franchise tax?
No. The Division of Corporations says that before the Certificate of Dissolution can be filed, all taxes due to the state through the effective date of the dissolution must be paid and every required annual franchise tax report must be filed. It asks you to contact its Franchise Tax Section first to confirm the amount.
What is the Delaware short form dissolution?
A cheaper certificate ($50 on the form) for a corporation that has no assets, has stopped doing business, has only ever owed the minimum franchise tax, and has paid all franchise taxes and fees through the end of the year in which it files. If any of those is not true, use the regular Section 275 certificate.
What if the corporation never issued shares or never started business?
Delaware has a separate Certificate of Dissolution under Section 274 for a corporation that never began business or never issued shares. It is signed by a majority of the incorporators or directors, and the fee is $224. The annual franchise tax reports still have to be filed first.
Who signs the Certificate of Dissolution?
An authorized officer of the corporation, under Section 103 of the Delaware General Corporation Law. The form also lists the names, titles and addresses of all directors and officers, the date the dissolution was authorized, and an address where the Secretary of State can forward legal papers served on the dissolved corporation.
Is dissolving a Delaware LLC different?
Yes. A Delaware LLC files a Certificate of Cancellation, not a Certificate of Dissolution, and it pays an annual LLC tax instead of the corporation franchise tax. See the Delaware LLC guide for those steps.
These answers are general information, not legal, tax, or financial advice. Rules and fees change and vary by state: confirm current requirements with the relevant government agency and, for your situation, a licensed professional.