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The Delaware Corporation Dissolution form is a critical document for businesses wishing to formally cease operations in the state. This form, specifically the Certificate of Short Form Dissolution, aligns with the requirements set forth in Delaware's General Corporation Law, particularly sections 275 and 391 (a) (5) (b). It outlines essential steps, such as confirming authorization for dissolution by the Board of Directors and stockholders, and ensuring that all necessary franchise taxes have been paid. The filing fee is a modest $10.00, and upon submission, a stamped copy will be returned. For those needing expedited processing or certified copies, additional fees apply, and it is advisable to verify the current amounts through the Delaware Division of Corporations. Proper completion of the form is crucial; it must include details such as the corporation's name, formation date, and the addresses of all directors and officers. The form must also be signed by an authorized officer, whose name should be printed legibly below the signature. Careful attention to these details helps ensure compliance and a smoother dissolution process.

Delaware Corporation Dissolution Example

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

Get Delaware Corporation Dissolution PDF Form

Form Characteristics

Fact Name Details
Governing Law The Certificate of Dissolution is governed by Section 275 and 391(a)(5)(b) of the General Corporation Law of the State of Delaware.
Filing Fee The fee for filing the Certificate of Dissolution is $10.00. A certified copy costs an additional $50.
Taxes and Reports All outstanding taxes and applicable Annual Franchise Tax Reports must be filed before submitting the dissolution certificate.
Processing Time Expedited services for processing the Certificate may be available. Contact the Division of Corporations for details.

Guidelines on Utilizing Delaware Corporation Dissolution

Completing the Delaware Corporation Dissolution form requires attention to detail. After filling it out correctly, you will need to submit the form along with the required fee to the Delaware Division of Corporations. It is advisable to ensure all taxes have been settled and that you've kept copies of any additional correspondence for your records.

  1. Identify the Corporation Name: Enter the current name of the corporation exactly as it appears in the Delaware Division of Corporations’ records.
  2. State Formation Date: Provide the date when the corporation was originally formed.
  3. Date of Dissolution Authorization: List the date the dissolution was authorized by the Board of Directors and Stockholders.
  4. Directors and Officers Information: Include the names, titles, and complete addresses of all directors and officers. Make sure to include the street number, city, and zip code.
  5. Sign the Execution Block: The form must be signed by an authorized officer of the corporation. Type or print the name legibly underneath the signature line.
  6. Verify Franchise Taxes: Confirm that all franchise taxes and fees due to the state have been paid up to the time of dissolution.

Once the form is completed, you will submit it along with a payment of $10. You may also request a certified copy of the document for an additional fee of $50. For further assistance or inquiries, the Delaware Division of Corporations is available at (302) 739-3073.

What You Should Know About This Form

What is the purpose of the Delaware Corporation Dissolution form?

The Delaware Corporation Dissolution form is used to officially terminate a corporation’s existence within the state. By filing this form, a corporation can ensure it is legally dissolved and is no longer considered a business entity. This action can be important for settling any outstanding obligations and preventing future liabilities.

What are the fees associated with filing the Delaware Corporation Dissolution form?

The standard fee for filing the Certificate of Dissolution is $10. If you need a certified copy of the dissolution document, an additional fee of $50 applies. For those needing faster processing, expedited services are available at varying rates. It's a good idea to check the Delaware Division of Corporations' website or contact them directly for an updated fee schedule.

What must be done before filing the dissolution form?

Before you can file the dissolution form, all state taxes must be paid in full, including any annual franchise taxes if applicable. It’s advisable to contact the Franchise Tax Section to determine any outstanding taxes or reports that should be filed. Ensuring that these obligations are met will smooth the dissolution process.

How do I fill out the form correctly?

To fill out the Delaware Corporation Dissolution form, you must enter specific information, including the exact name of the corporation as it appears in state records, the original formation date, and the date when dissolution was authorized by the Board of Directors and stockholders. Additionally, the details of all directors and officers must be included with complete addresses. Make sure to print or type legibly under the signature line for clarity.

Who is eligible to sign the dissolution form?

The form must be signed by an authorized officer of the corporation. This person will need to print or type their name below the signature to confirm their identity. It’s crucial that the signature comes from someone who has the authority to dissolve the corporation according to state law.

What happens after I submit the form?

Once the form is submitted, you will receive a stamped copy with a “Filed” status. This serves as proof that your dissolution request has been processed. If you require a certified copy for your records, make sure to request it at the time of filing and pay the necessary fees.

Where can I get help if I have questions about the dissolution process?

If you're uncertain about any part of the dissolution process or how to fill out the form, you can reach out to the Delaware Division of Corporations at (302) 739-3073. They can provide guidance and answer any questions to assist you in completing your dissolution accurately and efficiently.

Common mistakes

Filing the Delaware Corporation Dissolution form is an important step in closing a business legally. However, errors in this process can lead to delays or complications. Here are seven common mistakes people make when filling out this crucial form.

One significant error occurs when individuals fail to verify the corporation's name. It's vital to ensure that the current name is exactly as it appears in official records. A minor discrepancy, such as an incorrect spelling or omission of a word, could result in the rejection of the submitted form. Always double-check the name for accuracy before proceeding.

Another frequent mistake is neglecting the specific dates required. The form requests the date the corporation was originally formed and the date the dissolution was authorized by the Board of Directors and Stockholders. Omitting these dates can lead to unnecessary confusion and may even require resubmission. Providing complete and correct information is essential for a smooth dissolution process.

People also often overlook the need to list the names, titles, and complete addresses of all directors and officers of the corporation. Failing to include full addresses can seem trivial, but this detail is crucial. Without the comprehensive information requested, your application could be deemed incomplete and subject to delays.

In addition, the execution block is sometimes mismanaged. The document requires a signature from an authorized officer of the corporation. People occasionally forget to include the name of the signer printed or typed underneath the signature. This oversight is easily avoidable but can lead to complications during processing. Always ensure that the execution block is properly filled out.

Another pitfall arises from not confirming the settlement of all outstanding taxes. Before filing the dissolution certificate, prior franchise taxes and annual reports must be submitted and paid. Failing to address outstanding tax obligations can halt the dissolution process. A quick check with the Franchise Tax Section can clarify your tax status.

Some individuals fail to attach necessary documentation, like a cover letter or insufficient contact details. This additional information can expedite processing. By including your name, address, and contact number, you enhance the chances of receiving timely updates and notifications regarding your submission.

Finally, the form is frequently used without reviewing the instructions carefully. The form is set up as a template, and it’s crucial to follow the provided guidelines diligently. Deviating from the instructions can compromise the submission. Familiarity with the form and its requirements before filling it out can prevent common oversights.

By avoiding these seven mistakes, you can ensure a successful and efficient dissolution process for your Delaware corporation. A little attention to detail goes a long way in minimizing potential challenges and ensuring compliance with state laws.

Documents used along the form

When dissolving a corporation in Delaware, there are several important documents and forms that may be needed in addition to the Delaware Corporation Dissolution form. These documents help ensure compliance with state regulations and provide a clear record of the dissolution process.

  • Certificate of Incorporation: This foundational document establishes the corporation's existence. It includes essential details such as the company name, registered agent, and business purpose. It may need to be referenced during the dissolution process.
  • Franchise Tax Reports: Corporations are required to file annual franchise tax reports with the state. These reports must be submitted up to the effective date of dissolution and demonstrate that all taxes have been paid.
  • Board Resolution for Dissolution: A formal resolution passed by the Board of Directors documenting the decision to dissolve the corporation. This record supports the Certificate of Dissolution by showing that the decision was made in accordance with corporate governance.
  • Stockholder Consent: If the dissolution is approved without a formal vote, written consent from stockholders may be required. This document verifies that the decision was communicated and accepted by all required parties.
  • Certificate of Good Standing: Before dissolution, a certificate from the state asserting that the corporation is compliant with legal requirements may be requested. This can expedite the dissolution process.
  • Final Tax Returns: Corporations must file final tax returns to the IRS and any applicable state authorities. These documents indicate that the corporation has fulfilled its tax obligations prior to dissolution.
  • Notice of Dissolution: Sending a notice to creditors and stakeholders informs them about the corporation's dissolution. This step helps protect against future claims and ensures that all parties are aware of the closing business.
  • Statement of Assets and Liabilities: In some cases, a statement summarizing the corporation’s assets and liabilities may be required. This document provides transparency regarding the financial position before dissolution.
  • Cover Letter for Filing: A cover letter accompanying the dissolution application can facilitate processing. It should include the corporation's name, address, and contact information, ensuring quick communication if needed.

Each of these documents serves a specific purpose in the dissolution process, ensuring that all legal and financial responsibilities are met. Proper documentation can simplify the dissolution and help avoid potential disputes in the future.

Similar forms

  • Certificate of Incorporation: This document establishes a business entity in Delaware. Like the Certificate of Dissolution, it requires specific details about the corporation, including its name, purpose, and the names of its officers and directors. Both forms must be filed with the Delaware Division of Corporations.
  • Certificate of Good Standing: This certificate verifies that a corporation has complied with all state requirements and is authorized to conduct business. Similar to the Dissolution form, it confirms the corporate status and includes details such as the corporation's name and the date of incorporation.
  • Certificate of Merger: This document outlines the terms of merging two or more corporations into a single entity. Similar to the Dissolution form, it requires board approval and details about the entities involved, demonstrating a formal process of altering corporate structure.
  • Certificate of Amendment: This form is used to modify the original Certificate of Incorporation. Like the Dissolution form, it necessitates board approval and provides specific information about the changes being made, ensuring transparency in corporate governance.

Dos and Don'ts

When filling out the Delaware Corporation Dissolution form, it's crucial to follow specific guidelines to ensure a smooth process. Here’s a list of things you should and shouldn’t do:

  • Do verify the current name of the corporation as it appears in state records.
  • Do include the date when the corporation was originally formed.
  • Do provide complete addresses for all directors and officers, including street, number, city, and zip code.
  • Do ensure that the document is signed by an authorized officer, and type or write the name legibly under the signature.
  • Don't submit the form without paying all required franchise taxes and filing applicable Annual Franchise Tax Reports.
  • Don't forget to include a cover letter with your contact information to expedite processing.

Misconceptions

Misconceptions about the Delaware Corporation Dissolution Form can lead to unnecessary confusion and delays in the dissolution process. The following points outline some of the common misunderstandings:

  • Filing the Form Guarantees Immediate Dissolution: Many people believe that submitting the dissolution form results in immediate termination of the corporation. In reality, while the form is necessary to start the process, the dissolution becomes effective only after all statutory obligations, such as tax payments, are met.
  • All Corporations Can Use the Short Form: Another misconception is that any corporation can utilize the short form for dissolution. However, this form is specifically designed for corporations that have no assets and have not conducted any business since incorporation. Other types may need to follow different procedures.
  • The Fee Covers All Services: Some individuals assume that the $10 filing fee covers all related services. While this fee applies to the filing, additional costs exist, such as those for expedited processing or obtaining a certified copy of the dissolution certificate.
  • Legal Assistance Is Not Required: There is a belief that legal assistance is unnecessary when filing for dissolution if the form is completed correctly. However, consulting with a legal professional can provide additional clarity on obligations and ensure compliance with relevant laws, avoiding potential pitfalls.

Recognizing these misconceptions may assist individuals and businesses in navigating the dissolution process more efficiently and with greater understanding.

Key takeaways

When preparing to fill out and submit the Delaware Corporation Dissolution form, consider the following key points:

  • The dissolution form must be sent to the Delaware Division of Corporations, located at 401 Federal Street, Suite 4, Dover, DE 19901.
  • A filing fee of $10.00 is required, and a stamped “Filed” copy will be returned upon processing.
  • A certified copy of the dissolution document can be requested for an additional fee of $50.
  • If expedited services are needed, it is advisable to contact the office directly to request information regarding associated fees.
  • Before filing the Certificate, ensure that all applicable taxes and Annual Franchise Tax Reports have been paid and filed.
  • A cover letter should accompany your filing, including your name, address, and contact telephone or fax number, to facilitate timely processing.
  • Complete all information on the form clearly and legibly. It is recommended to either print or type your name under the signature line.
  • Verify that the corporation's current name matches the records kept by the Delaware Division of Corporations.
  • All directors and officers must be listed with their complete names, titles, and addresses, which should include street number, city, and zip code.
  • Remember that the authorized officer must sign the document, and their name should also be printed or typed legibly beneath the signature.

These steps and considerations will help ensure a smooth dissolution process for your Delaware corporation.

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