How to dissolve an LLC in Delaware

Step 1: Agree to dissolve

Follow the LLC's operating agreement: most say what vote closes the company. Without one, Delaware's default rules decide, which usually means the members' consent. Write the decision down, signed by the members or managers, and keep it with the company's records; Delaware doesn't ask you to file it.

Step 2: Wind up the business

Winding up is the time between the decision and the final filing, when the LLC does only what closing requires:

• finish or hand off its contracts and stop taking new work;
• tell creditors, collect what customers owe, and pay its debts or set money aside for them;
• sell or distribute its property, then pay what's left to the members as the operating agreement says;
• cancel its licenses, permits and any trade name (dba) filings, and close its bank accounts last.

Step 3: File final tax returns and get tax clearance

All Delaware taxes through the cancellation's effective date must be paid first, including the $400 annual LLC tax for the year it cancels (the tax isn't prorated); call the Franchise Tax Section to confirm the amount due.

On the federal side, a multi-member LLC files a final Form 1065 (check the final return box), a single-member LLC reports its last year on the owner's return, and an LLC with employees files final payroll returns. The IRS doesn't cancel an EIN, but it will close the LLC's account if you write to it.

Step 4: File the Certificate of Cancellation with the Delaware Division of Corporations

What to file: Certificate of Cancellation. File with the Division of Corporations by mail or its document upload service. (Confirm how to file with the office.)

File online, or open the form or its instructions.

Step 5: Keep the records

Keep the filed Certificate of Cancellation, the members' decision, the final returns and the records of what was paid and distributed. Tax records are usually kept for several years, and the filed document is what shows a bank, a landlord or a court that the LLC closed. On our sister site, the Delaware company records show each company's status as the state's register lists it.

If you just stop filing

An LLC that stops filing its required filings isn't closed: Delaware eventually ends it administratively, but until then fees, penalties and any state tax keep adding up, and an administratively dissolved LLC can usually be reinstated, debts included. Filing the Certificate of Cancellation closes it on your terms and on the record.

Sources

• Cancellation LLC domestic (PDF), corpfiles.delaware.gov
• Disso09, corp.delaware.gov
• Alt entitytaxinstructions, corp.delaware.gov

Read from the Delaware Division of Corporations's pages and forms on October 10, 2026. Parts marked unconfirmed came from search listings of those pages, because the office's site wouldn't load for us: confirm them with the office before you file.