How much does it cost to dissolve a Delaware LLC?

The Certificate of Cancellation costs $220 to file with the Delaware Division of Corporations, paid by check or via your registered agent. On top of that, you have to be current on every year's $300 annual LLC franchise tax plus a prorated amount for the cancellation year. Expedite is optional: $50 for 24-hour, $100 same-day, $500 for 2-hour, $1,000 for 1-hour. A typical clean cancellation therefore runs $220 to $520 in Division fees, plus whatever your registered agent charges to coordinate the filing.

How long does Delaware LLC dissolution take?

Standard processing is about 14 business days once the Division receives a mailed Certificate of Cancellation with full payment and a clean tax account. Paid expedite compresses that to 24 hours, same day, 2 hours, or 1 hour depending on the tier. Add several days on the front end to clear any outstanding annual tax, because the Division will reject the cancellation if the tax balance is not zero.

Do I need a tax clearance certificate in Delaware?

Not a separate certificate from the Division of Revenue, no. Delaware uses a de facto clearance administered by the Division of Corporations itself: the Certificate of Cancellation will be rejected unless the LLC's annual franchise tax account is paid in full. Settle any open tax years, pay the prorated current-year tax, then file. The Division's tax portal is the single place to confirm the balance is zero.

Can I file the Certificate of Cancellation online?

No. Delaware accepts the Certificate of Cancellation only on paper, by mail, fax, or in-person drop-off at the Dover office. The annual tax can be paid online, but the cancellation document itself has to be signed and submitted as a paper filing. Most Delaware LLCs let their registered agent handle the physical submission.

What vote is needed to dissolve a Delaware LLC?

The default rule under 6 Del.C. Section 18-801 is a vote of members holding more than two-thirds of the profit interests, but the LLC agreement controls. If your agreement specifies a different threshold (unanimous, simple majority, a specific manager decision), follow that instead. Document the vote in a written consent before filing the Certificate of Cancellation. See the Delaware LLC formation page for more on the operating agreement rules.

What happens if I just stop paying the Delaware annual tax?

The LLC falls out of good standing and eventually the Division administratively cancels the entity for non-payment, but this is the worst outcome. Annual tax keeps accruing with penalties and interest until the administrative cancellation date, the LLC cannot do business in Delaware or anywhere else while it is not in good standing, and reinstating later costs more than a clean voluntary cancellation would have. File the $220 Certificate of Cancellation while you can still do it cleanly.

Do I still need to file a final federal return?

Yes. File a final federal income tax return for the LLC (Form 1065 for multi-member, Schedule C on Form 1040 for single-member, Form 1120 or 1120-S if the LLC was taxed as a corporation), check the "final return" box, and distribute any remaining balances. If the LLC elected C-corp treatment, also file IRS Form 966 within 30 days of the dissolution resolution. Close the EIN by writing to the IRS. See the IRS close-a-business page for the full federal checklist.

Dissolve a Delaware LLC: $220, paper-only, tax-current

$220 Filing fee Certificate of Cancellation of a Limited Liability Company

Mail only Filing path Expedite $50

14 business days mail Approval time

Required Tax clearance Before state accepts dissolution

The quick read on dissolving a Delaware LLC

$220 puts Delaware in the expensive tier for LLC dissolution, roughly $174 above the national average of $46. Delaware accepts the dissolution filing mail-only, with mail approvals running about 14 business days once the filing is received. The state tax agency has to clear the LLC's account before the Secretary of State will accept the dissolution document, so budget 4 to 8 extra weeks on top of the headline processing time.

Dissolution is a procedural filing, not a tax audit. The Secretary of State's job is limited to confirming the document is properly completed and the LLC is in good standing. What matters most for Delaware filers is the order of operations: vote, tax clearance, file, and close the federal side. Each step is simple individually; doing them out of order or skipping the federal step is what causes problems years later.

Dissolution steps in Delaware

The state-specific procedure, in order. Skip any step and the state's dissolution filing will be rejected or left incomplete.

Member vote to dissolve
Delaware's LLC statute calls for a per operating agreement member vote to dissolve, unless your operating agreement specifies a different threshold. Document the vote in meeting minutes or a written consent.
Get tax clearance
Delaware requires clearance from the state tax agency before accepting the dissolution filing. File any outstanding returns, pay any outstanding tax liability, then request a tax clearance certificate. Allow extra time for this step; in some states it runs 4-8 weeks.
File the Certificate of Cancellation of a Limited Liability Company with Delaware Division of Corporations
Filing fee is $220. Mail filings are accepted. Paid expedite available for $50.
Close federal tax obligations with the IRS
File the final federal return, check the "final return" box, and file Form 966 if the LLC had C-corp tax treatment. Close the EIN by writing to the IRS. See the IRS close-a-business page for the full federal checklist.
Cancel other registrations
Sales tax permits, employer accounts, business licenses, fictitious-name registrations, and foreign-qualification filings in other states all need to be wound down separately from the LLC dissolution itself. The state won't do this automatically.

How this plays out in Delaware

Start with the member vote. The default rule under 6 Del.C. Section 18-801 is a vote of members holding more than two-thirds of the profit interests, but most Delaware LLC agreements override that default, so pull the agreement and follow whatever threshold it specifies. Document the vote in a written consent before doing anything else.

Next, pay every outstanding Delaware annual LLC tax. The $300 annual franchise tax is assessed June 1 each year, and the Division will not accept a Certificate of Cancellation while any tax year is unpaid. A prorated amount for the year of cancellation is also due. The Division's tax portal shows current balance; settle it in full before filing.

File the Certificate of Cancellation on paper. Delaware does not accept online filing for cancellation. Mail the completed form with a $220 check to the Division in Dover, or have your Delaware registered agent file it for you. Standard turnaround is about 14 business days; paid expedite options run from $50 for 24-hour service up to $1,000 for one-hour turnaround. Finally, close out the federal side: file a final federal tax return marked "final," file IRS Form 966 if the LLC elected C-corp treatment, and send the IRS a letter closing the EIN.

What a clean Delaware dissolution actually costs

The Secretary of State fee is rarely the biggest line item. For most Delaware LLC owners, the real cost is a combination of the filing fee, outstanding state tax, federal closure, and any foreign-LLC wind-downs in other states.

Cost component	Amount	Notes
Base Secretary of State filing	$220	Filed with Delaware Division of Corporations
Paid expedite (optional)	+$50	24-hour turnaround
Outstanding state tax	Varies	Must be fully paid before SoS accepts filing
Final federal return (DIY)	Free	Or $200 to $800 if a CPA prepares it
Foreign-LLC withdrawals (if any)	$10 to $125 per state	Each state where you qualified as foreign LLC

How Delaware compares to other states

$220 puts Delaware in the expensive tier for LLC dissolution, roughly $174 above the national average of $46. Across all 51 US jurisdictions, the median dissolution fee is $30 and the average is $46; fees cluster between $0 and $75, with Delaware and DC at the $220 top end. By fee ranking, Delaware sits at #50 from cheapest to most expensive.

Filing path matters as much as the fee. Delaware's mail-only dissolution process means no instant-confirmation online submission; you mail the document and wait. And the tax clearance requirement puts Delaware in a narrower group of jurisdictions where the tax agency has the final word before the Secretary of State processes anything.

Requirements at a glance

Tax clearance required State won't accept dissolution until tax agency confirms account is clear

Yes

Public notice required No publication requirement

Member vote standard per operating agreement

per operating agreement

Attorney required DIY filing permitted

Online filing Not accepted

Mail filing Delaware Division of Corporations, 401 Federal Street, Suite 4, Dover, DE 19901

Yes

Common pitfalls

The biggest Delaware-specific trap is filing the cancellation while a prior-year annual tax is still unpaid. The Division will reject the filing without processing, and you lose the filing fee unless you include a new check with the refiled document. Always confirm the tax account shows zero balance on the Division's portal before mailing the Certificate of Cancellation.

The second trap is assuming that dissolving the Delaware LLC also closes any foreign-LLC registrations you opened in states where you actually did business. It does not. If the LLC was registered to do business in California, Texas, or any other state, each of those foreign registrations has to be terminated separately with that state's Secretary of State. Leaving them open accrues annual fees in those states long after the Delaware entity is gone.

What happens after the state accepts your filing

Once the Division of Corporations accepts the Certificate of Cancellation, the LLC is terminated under Delaware law and the annual $300 tax stops accruing as of that effective date. The LLC name is not reserved; someone else can register a new Delaware entity under the same name after cancellation. Members remain responsible for winding up any outstanding LLC business: paying creditors, distributing remaining assets, and retaining records. Under 6 Del.C. Section 18-804, creditor claims can still be brought against the LLC's remaining assets for up to three years after cancellation, so keep the books and bank records accessible for at least that long.

Documents and filings checklist

Written consent or meeting minutes
Record the member vote to dissolve. Keep with corporate records.
Tax clearance certificate
Request from Delaware's tax agency. Must be obtained before the Secretary of State will accept the dissolution filing.
Certificate of Cancellation of a Limited Liability Company
Filed with $220 fee at Delaware Division of Corporations. Form PDF.
Final federal return
Form 1065 (multi-member), Schedule C on 1040 (single-member), or 1120/1120-S if corp-taxed. Check the "final return" box.
IRS Form 966
Only if the LLC had C-corp tax treatment. Due within 30 days of the dissolution resolution.
IRS EIN closure letter
Sent to the IRS requesting the EIN be closed. See the IRS close-a-business checklist.
State tax permit cancellations
Sales tax, employer withholding, unemployment insurance. Each is a separate filing with the state tax and labor agencies.
Foreign-LLC withdrawals
Certificate of Withdrawal filed with each state where the LLC was registered to do business as a foreign LLC.

Filing agency

Delaware Division of Corporations

Website: corp.delaware.gov
Phone: (302) 739-3073
Email: corp@delaware.gov
Mail: Delaware Division of Corporations, 401 Federal Street, Suite 4, Dover, DE 19901
Office: John G. Townsend Building, 401 Federal Street, Suite 4, Dover, DE 19901
Hours: 8:00 AM to 4:30 PM Eastern, Monday to Friday

Frequently Asked Questions

How much does it cost to dissolve a Delaware LLC?

The Certificate of Cancellation costs $220 to file with the Delaware Division of Corporations, paid by check or via your registered agent. On top of that, you have to be current on every year's $300 annual LLC franchise tax plus a prorated amount for the cancellation year. Expedite is optional: $50 for 24-hour, $100 same-day, $500 for 2-hour, $1,000 for 1-hour. A typical clean cancellation therefore runs $220 to $520 in Division fees, plus whatever your registered agent charges to coordinate the filing.
How long does Delaware LLC dissolution take?

Standard processing is about 14 business days once the Division receives a mailed Certificate of Cancellation with full payment and a clean tax account. Paid expedite compresses that to 24 hours, same day, 2 hours, or 1 hour depending on the tier. Add several days on the front end to clear any outstanding annual tax, because the Division will reject the cancellation if the tax balance is not zero.
Do I need a tax clearance certificate in Delaware?

Not a separate certificate from the Division of Revenue, no. Delaware uses a de facto clearance administered by the Division of Corporations itself: the Certificate of Cancellation will be rejected unless the LLC's annual franchise tax account is paid in full. Settle any open tax years, pay the prorated current-year tax, then file. The Division's tax portal is the single place to confirm the balance is zero.
Can I file the Certificate of Cancellation online?

No. Delaware accepts the Certificate of Cancellation only on paper, by mail, fax, or in-person drop-off at the Dover office. The annual tax can be paid online, but the cancellation document itself has to be signed and submitted as a paper filing. Most Delaware LLCs let their registered agent handle the physical submission.
What vote is needed to dissolve a Delaware LLC?

The default rule under 6 Del.C. Section 18-801 is a vote of members holding more than two-thirds of the profit interests, but the LLC agreement controls. If your agreement specifies a different threshold (unanimous, simple majority, a specific manager decision), follow that instead. Document the vote in a written consent before filing the Certificate of Cancellation. See the Delaware LLC formation page for more on the operating agreement rules.
What happens if I just stop paying the Delaware annual tax?

The LLC falls out of good standing and eventually the Division administratively cancels the entity for non-payment, but this is the worst outcome. Annual tax keeps accruing with penalties and interest until the administrative cancellation date, the LLC cannot do business in Delaware or anywhere else while it is not in good standing, and reinstating later costs more than a clean voluntary cancellation would have. File the $220 Certificate of Cancellation while you can still do it cleanly.
Do I still need to file a final federal return?

Yes. File a final federal income tax return for the LLC (Form 1065 for multi-member, Schedule C on Form 1040 for single-member, Form 1120 or 1120-S if the LLC was taxed as a corporation), check the "final return" box, and distribute any remaining balances. If the LLC elected C-corp treatment, also file IRS Form 966 within 30 days of the dissolution resolution. Close the EIN by writing to the IRS. See the IRS close-a-business page for the full federal checklist.
How long does LLC dissolution take in Delaware?

Mail filings take about 14 business days once received. Because Delaware requires tax clearance before the Secretary of State will accept the dissolution filing, add another 4 to 8 weeks on the front end to secure that certificate. Paid expedite for $50 cuts processing to 24 hours.
What vote is required to dissolve a Delaware LLC?

Delaware's LLC statute specifies a per operating agreement member vote to dissolve, unless the operating agreement sets a different threshold. Most LLCs follow the statutory default. Document the vote in a written consent or meeting minutes before filing any dissolution paperwork.
Does dissolution close my federal tax obligations?

No. The Delaware Secretary of State does not notify the IRS. You have to close the federal side separately: file a final federal return marked as "final," file IRS Form 966 within 30 days if the LLC had C-corp tax treatment, and close the EIN by writing to the IRS. The EIN stays on file forever; closing it flags the entity as inactive so automated notices stop. See the IRS close-a-business page for the full federal checklist.
Will my LLC name become available for someone else to use after dissolution?

In most cases yes. Delaware typically releases the LLC name back to the general pool once the dissolution filing is accepted, and a third party can register a new entity under the same name shortly thereafter. If preserving the brand matters, keep a minimal LLC active or register the business name as a trademark.

Delaware LLC formationOpen the Delaware LLC guide →
All dissolution guidesBack to dissolution hub →
IRS close-a-business checklistFederal side of closing an LLC →

Sources

Filing fee: corpfiles.delaware.gov/AugustFee2024.pdf · verified April 21, 2026
Delaware Division of Corporations Fee Schedule, revised August 1, 2024. Certificate of Cancellation filing fee for a Limited Liability Company is $220 (base $200 + mandatory $20 filing surcharge). Additional county clerk filing fees may apply if recording is elected.
Tax clearance required: corp.delaware.gov/paytaxes/ · verified April 21, 2026
Delaware requires all LLCs to be in good standing and current on the $300 annual LLC tax (6 Del.C. Section 18-1107) before the Division of Corporations will accept a Certificate of Cancellation. Any outstanding annual taxes, including prorated tax for the year of cancellation, must be paid. This functions as a de facto tax clearance requirement administered by the Division itself rather than a separate clearance certificate from the Division of Revenue.
File online: corp.delaware.gov/paytaxes/ · verified April 21, 2026
Delaware Division of Corporations accepts online annual LLC tax payment, but the Certificate of Cancellation itself must be filed on paper, by mail, fax, or in person. A Delaware registered agent typically coordinates the filing.
Member vote standard: delcode.delaware.gov/title6/c018/sc08/index.html · verified April 21, 2026
6 Del.C. Section 18-801 (Delaware Limited Liability Company Act) provides that an LLC dissolves upon the occurrence of events specified in the LLC agreement. Default rule (Section 18-801(a)(3)) is the affirmative vote or written consent of members holding more than two-thirds of the then-current profit interests. The LLC agreement controls.
Expedited: corpfiles.delaware.gov/AugustFee2024.pdf · verified April 21, 2026
Delaware offers tiered expedited service on the Certificate of Cancellation: 24-hour $50, Same Day $100, 2-hour $500, 1-hour $1,000. Fees are on top of the $220 base filing fee.
Irs closure url: www.irs.gov/businesses/small-businesses-self-employed/closing-a-busine… · verified April 21, 2026
IRS closing-a-business checklist covers final federal returns and EIN account closure.

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How to dissolve a Delaware LLC