Closing a Delaware LLC properly means two things: dissolving it with the state, and closing its EIN account with the IRS. If you only stop paying the annual fees, Delaware eventually dissolves or forfeits the LLC administratively, but that is not the same as closing it. Here is how the proper way works in Delaware.
Delaware at a glance
| Filing | Certificate of Cancellation |
|---|---|
| Filed with | Delaware Division of Corporations |
| State fee | $220 |
| Can you do it from outside the US? | Yes. Nothing in the filing requires you to be in the US. |
What Delaware needs first
Delaware closes an LLC with a Certificate of Cancellation filed with the Division of Corporations. Before it accepts one, every Delaware annual LLC tax ($300 a year) must be paid, including the tax for the year you cancel in. Unpaid years carry penalties and interest, so a Delaware LLC that was left alone for a while often owes more than the filing fee.
The steps to dissolve a Delaware LLC
- Agree to dissolve. The members decide to close the LLC, the way the operating agreement says. For a single-member LLC that is simply your decision; writing it down is still a good idea.
- Check the LLC's standing with Delaware. Look up the LLC on the state's business search and make sure annual reports and fees are current. If not, those come first.
- File the Certificate of Cancellation with the Delaware Division of Corporations and pay the state fee ($220).
- Wind up. Collect what the LLC is owed, pay its debts, and distribute what is left to the members.
- Close the EIN account with the IRS. The IRS needs a signed letter. It only completes the closure once the LLC's final tax return has been filed. See how to close an EIN business account.
- File the final tax return. Which one depends on who owns the LLC and how it is taxed. See which final tax return an LLC files.
- Close the rest. Bank account, payment providers, any Delaware tax accounts, and finally the registered agent, once the state has confirmed the dissolution.
Good to know in Delaware
- The annual tax is due every year on June 1, and the year of cancellation counts.
- Delaware also charges for each registered series if the LLC has any.
What it costs
The Delaware fee for the Certificate of Cancellation is $220. On top of that come any overdue amounts the state wants before it accepts the filing, and the cost of the final tax return if an accountant files it for you. Our packages are $349 for the dissolution and $449 for the dissolution and EIN closure, each plus the state fee at cost. If Delaware requires an overdue amount first, we get back to you about it before anything is paid. More in what it costs to dissolve an LLC.
Common questions about Delaware
I live outside the US. Can I still dissolve my Delaware LLC?
Yes. The filing is done online or by mail, and the state does not ask where the members live. If the LLC is owned from abroad, its final year usually includes a Form 5472. See dissolving a foreign-owned LLC.
What if Delaware already dissolved my LLC for missed reports?
That is an administrative dissolution, and it is not the same as closing the LLC yourself. Depending on the state, the LLC may need to be reinstated before it can be properly dissolved. Tell us in the order form and we check what Delaware needs. See administrative dissolution.
When can I cancel my registered agent?
Only after Delaware has confirmed the dissolution. Until then, the state sends its notices to the agent. See when to cancel your registered agent.
Other states
Arizona, Colorado, Florida, Georgia, Indiana, Montana, Nevada, North Carolina, Oregon, Virginia, Wyoming.