Delaware Documents Online
Homepage → Fill Out Your Delaware Corporation Dissolution Form
Content Navigation

Example - Delaware Corporation Dissolution Form

Delaware Division of Corporations

401 Federal Street – Suite 4

Dover, DE 19901

Ph: 302-739-3073

Fax: 302-739-3812

Certificate of Dissolution

Short Form

Dear Sir or Madam:

Attached please find a form for a Certificate of Short Form Dissolution to be filed in accordance with Section 275 and 391 (a) (5) (b) of the General Corporation Law of the State of Delaware. The fee to file the Certificate is $10.00. You will receive a stamped “Filed” copy of your submitted document. A certified copy may be requested for an additional $50. Expedited services are available. Please contact our office concerning these fees or you may consult our fee chart at www.corp.delaware.gov.

Before the Certificate can be filed, 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. Please contact the Franchise Tax Section prior to submitting the document for filing to determine the Franchise Taxes and Annual Reports due. Please make your check payable to “Delaware Secretary of State”.

For the convenience of processing your order in a timely manner, please include a cover letter with your name, address and telephone/fax number to enable us to contact you if necessary. Please make sure you thoroughly complete all information requested on this form. It is important that the execution be legible, we request that you print or type your name under the signature line.

Thank you for choosing Delaware as your corporate home. Should you require further assistance in this or any other matter, please don’t hesitate to call us at (302) 739-3073.

Sincerely,

Department of State

Division of Corporations

rev. 08/10

Special Instructions – Short Form Certificate of Dissolution

This form is to be used as a Template only. The following instructions will help you in correctly completing your Dissolution Certificate. The instructions will be numbered to correspond with the article it is referencing.

1.The current name of the corporation exactly as it appears in our records. Please visit our website to verify the name.

2.The date when the corporation was originally formed.

3.List the date the Dissolution was authorized by the Board of Directors and Stockholders of the Corporation.

4.List the names, titles and addresses of all directors and officers of the corporation. Please list complete addresses which include street, number, city and zip code.

EXECUTION BLOCK - The document must be signed by an authorized officer of the corporation pursuant to Section 103 of Title 8. The name of the person must be typed or written legibly underneath the signature.

This form contains information required by statute; if you need to add additional information permitted by statute you may draft a new document. Please feel free to call our office at 302-739-3073 for assistance in completing this form.

Sincerely,

Delaware Division of Corporations

STATE OF DELAWARE

SHORT FORM CERTIFICATE

OF DISSOLUTION

(SECTIONS 275 AND 391 (a) (5) (b))

The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

1.The dissolution of

has been duly authorized by the Board of Directors and Stockholders in accordance with subsections (a) and (b) of Section 275 or by unanimous consent of Stockholders in accordance with subsection (c) of Section 275 of the General Corporation Law of the State of Delaware.

2.The date of filing of the Corporation’s original Certificate of Incorporation in

Delaware was

 

.

3.The date the dissolution was authorized is

4.The names and addresses of the directors and officers of the corporation are as follows:

NAME

TITLE

ADDRESS

5.The corporation has no assets and has ceased transacting business.

6.The corporation, for each year since its incorporation in this State, has been required to pay only the minimum franchise tax then prescribed by Section 503 of the General Corporation Law of the State of Delaware

7.The corporation has paid all franchise taxes and fees due to or assessable by this State through the end of the year in which the certificate of dissolution is filed.

By:

Authorized Officer

Name:

Print or Type

Delaware Corporation Dissolution: Usage Guide

Once the Delaware Corporation Dissolution form is completed, it must be submitted to the Delaware Division of Corporations along with the required fee. After submission, a stamped copy of the filed document will be returned to you. If you wish to obtain a certified copy, an additional fee will apply. It's essential to ensure that all taxes and reports are settled before filing to avoid any complications.

  1. Enter the current name of the corporation: Write the name exactly as it appears in the state’s records. You can verify this on the Delaware Division of Corporations website.
  2. Provide the date of formation: Indicate the date when the corporation was originally established.
  3. List the authorization date: Record the date when the Board of Directors and Stockholders authorized the dissolution.
  4. Detail the directors and officers: Include the names, titles, and complete addresses of all directors and officers. Ensure addresses include street number, city, and zip code.
  5. Sign the execution block: An authorized officer of the corporation must sign the document. Below the signature, print or type the name legibly.
  6. Confirm all taxes are paid: Ensure that all franchise taxes and fees due to the state are paid up to the date of dissolution.
  7. Prepare the submission: Include a cover letter with your name, address, and contact information. Make the check payable to “Delaware Secretary of State.”

Documents used along the form

When dissolving a corporation in Delaware, several forms and documents may be required in addition to the Delaware Corporation Dissolution form. These documents help ensure that the dissolution process is compliant with state regulations and that all necessary obligations are met. Below is a list of common forms and documents associated with this process.

  • Certificate of Incorporation: This document serves as the foundational legal document for a corporation. It outlines the corporation's name, purpose, and structure. A copy may be needed to verify the original details of the corporation during dissolution.
  • Franchise Tax Report: Corporations in Delaware must file an annual franchise tax report. This report details the corporation's financial status and ensures that all taxes have been paid prior to dissolution.
  • Consent of Shareholders: This document shows that the shareholders have agreed to the dissolution of the corporation. It may be required to demonstrate that the dissolution was authorized by the necessary parties.
  • Employment Verification Form: This document verifies the employment status of individuals and provides necessary details such as job title, salary, and employment dates, which can be essential when dealing with workplace complexities. For more information, visit TopTemplates.info.
  • Board Resolution: A formal resolution from the Board of Directors approving the dissolution is often necessary. This document provides evidence that the decision was made in accordance with corporate governance procedures.
  • Final Tax Returns: Corporations must file final tax returns with both federal and state authorities. These returns confirm that all tax obligations have been fulfilled before the corporation can be officially dissolved.
  • Certificate of Good Standing: This certificate verifies that the corporation is in compliance with state regulations and has met all necessary requirements up to the point of dissolution.
  • Notice to Creditors: A notice may need to be sent to creditors informing them of the impending dissolution. This step helps address any outstanding obligations and ensures transparency in the process.
  • Distribution Plan: If the corporation has assets, a distribution plan may be required to outline how remaining assets will be divided among shareholders after all debts and obligations are settled.

Completing these documents accurately and timely is crucial to a smooth dissolution process. Each form plays a specific role in ensuring compliance with Delaware law and protecting the interests of all parties involved. For any questions or further guidance, consulting with a professional familiar with Delaware corporate law is advisable.

Key takeaways

Filling out and using the Delaware Corporation Dissolution form involves several important steps and considerations. Here are key takeaways to keep in mind:

  • The form must be filed with the Delaware Division of Corporations, located at 401 Federal Street, Suite 4, Dover, DE 19901.
  • A filing fee of $10.00 is required for the Certificate of Dissolution.
  • Ensure all state taxes are paid and Annual Franchise Tax Reports are filed before submitting the dissolution form.
  • Include a cover letter with your name, address, and contact information to facilitate communication.
  • Legibility is crucial; print or type your name clearly under the signature line.
  • The document must be signed by an authorized officer of the corporation, as required by Delaware law.
  • Request a certified copy of the filed document for an additional fee of $50.00.
  • Expedited services are available; contact the Division of Corporations for more details.

Find More PDFs

Delaware Retirement Taxes - Understanding how to complete Form 1027 is fundamental to any Delaware individual taxpayer’s responsibilities.

In the realm of asset transactions, having a reliable Bill of Sale form can significantly enhance the clarity and legality of the agreement. This form not only outlines the specifics of the sale, including price and condition, but it also serves as essential documentation for both the seller and buyer, protecting their rights. For those looking for a comprehensive template, resources such as onlinelawdocs.com/bill-of-sale can be invaluable.

Do You Pay Taxes in Delaware - Add the amounts from Lines 1 and 2 to get the total distribution on Line 3.

File Details

Fact Name Details
Governing Law The dissolution form is governed by Sections 275 and 391(a)(5)(b) of the General Corporation Law of the State of Delaware.
Filing Fee The fee to file the Certificate of Dissolution is $10.00.
Certified Copy Fee A certified copy of the filed document can be requested for an additional fee of $50.
Expedited Services Expedited services are available for an additional fee, which can be confirmed by contacting the Delaware Division of Corporations.
Tax Requirements All taxes due to the State must be paid before filing the dissolution certificate.
Annual Reports Applicable Annual Franchise Tax Reports must be filed prior to submitting the dissolution document.
Execution Requirement The form must be signed by an authorized officer of the corporation, with the name printed legibly beneath the signature.
Information Verification Corporations should verify their name as it appears in state records before completing the form.
Contact Information For assistance, individuals can contact the Delaware Division of Corporations at (302) 739-3073.
Form Template The dissolution form is provided as a template and should be completed thoroughly, following the special instructions included.
⇓ PDF File