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Delaware Entity Dissolution & Cancellation Guide

Delaware Corporation Dissolution & Franchise Tax Wind-Down Cost Calculator

Closing a Delaware startup or inactive LLC? Under Delaware law, an entity cannot dissolve until all franchise taxes for the current calendar year are paid in full. Calculate the total cost to formally dissolve and terminate recurring annual tax liabilities.

Company Status

Estimated Total Cost to Formally Dissolve
$704.00Total state filing & tax payoff
Delaware Secretary of State Dissolution Fee:$204.00
State Expedited Handling Fee:+$50.00
Current Year Pro-Rated Franchise Tax (Mandatory):$450.00
Statutory Authority: 8 Del. C. § 275 — Certificate of Dissolution (Standard § 275)
Estimate for informational purposes only, not legal or tax advice. Verify with a qualified CPA or corporate attorney before filing.
Hire Registered Agent for Formal DissolutionAvoid future personal liability, state tax notices, and annual registered agent renewal fees.

Required Dissolution Steps:

  • Requires board of directors resolution and approval by majority of voting stockholders.
  • All franchise taxes up to the current date of dissolution must be paid in full.
  • Must file annual report for final tax year.
  • Must notify known creditors and publish dissolution notice.
  • File final IRS Form 1120 or Form 1065 marked "Final Return".
  • Close business bank accounts (Mercury, Brex, SVB, Chase) after paying final state fees.
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