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Delaware · Dissolving an LLC

Dissolving an Delaware LLC

Closing a Delaware LLC properly means filing Certificate of Cancellation and settling state taxes. Here's the process.

Last verified 2026-11-01 against official Delaware sources

Short answer: File Certificate of Cancellation with the Delaware Division of Corporations for $220. Franchise tax for current and past-due years must be paid in full before cancellation is accepted

We've pulled these figures from the Delaware Division of Corporations's own pages. If something's changed since our last check, the state's portal wins, so it's worth a quick look before you pay.

How dissolution works in Delaware

  1. Get member approval as your operating agreement requires.
  2. Settle debts, file final tax returns and close accounts. Franchise tax for current and past-due years must be paid in full before cancellation is accepted
  3. File Certificate of Cancellation with the Delaware Division of Corporations and pay $220.
  4. Cancel your registered agent service and close your EIN account with the IRS.

How Delaware compares

Delaware's dissolution filing fee is $220. That's the highest of the 48 jurisdictions we track. The national median is $32.5, so Delaware runs $187.5 above it.

Delaware and nearby states, dissolution filing fee. See all 48 jurisdictions.
StateFeeNational rank (1 = highest)
Delaware$2201 of 48
Connecticut$041 of 48
Maryland$041 of 48
District of Columbia$2201 of 48
New Jersey$1005 of 48
Rhode Island$5014 of 48

Delaware fees that apply here

Source: Delaware Division of Corporations, checked November 1, 2026.
FilingState feeNotes
Annual Franchise Tax$400annual, On or before June 1st
Certificate of Cancellation$220

Dissolving an LLC: Delaware questions

How do I dissolve an LLC in Delaware?

File Certificate of Cancellation with the Delaware Division of Corporations ($220). Franchise tax for current and past-due years must be paid in full before cancellation is accepted

Do I need tax clearance before dissolving in Delaware?

Franchise tax for current and past-due years must be paid in full before cancellation is accepted

What happens if I just stop filing reports instead of dissolving?

The state may administratively dissolve the LLC, but fees, penalties and tax obligations can keep piling up until then. $200 penalty plus 1.5% interest per month on unpaid tax and penalty

How much does it cost to dissolve a Delaware LLC?

$220 in state fees, plus any final report or tax amounts owed.

Sources and verification

Last checked against official state sources on . States change fees with little notice, so confirm on the filing portal before you pay. How we verify.

Still being confirmed with the state: foreign.fee.