StarcycleState Guide
Closing your business? Starcycle runs the shutdown with you.
Get startedYou're dissolving your Delaware corporation, and the forms come next.
To dissolve a corporation in Delaware, you file a Certificate of Dissolution with the Delaware Division of Corporations and pay a $224 filing fee. Before the Division will file it, the corporation has to pay its Delaware franchise tax and file its annual reports through the dissolution date, so most of your work happens ahead of the certificate.
C and S corporations follow the same steps, while a Delaware LLC files a Certificate of Cancellation, covered in our guide to dissolving an LLC in Delaware.
A Delaware corporation dissolution runs through one office, the Delaware Division of Corporations, which files your certificate and collects franchise tax.
Item | What Delaware publishes |
|---|---|
Filing office | |
Filing document | Certificate of Dissolution. Delaware's dissolution templates have names, not form numbers; the standard one is listed as "Dissolution – Section 275" |
State filing fee | $224 for a one-page certificate on the Division's fee schedule, plus $9 for each additional page. The short form is $50 |
Required before filing | All taxes due to the State through the effective date paid and all annual franchise tax reports filed, per the form's cover letter, which names no separate clearance certificate |
How to file | Upload through the Document Filing and Certificate Request service or send by mail, with a Filing Cover Memo |
Processing time | Not published: regular processing varies with volume, and expedited service is available |
What keeps running until the filing | The annual report and franchise tax, due on or before March 1 each year, with a $175 minimum tax |
Delaware publishes several versions of the Certificate of Dissolution, each stating different facts about the signing corporation. Fees are from the Division's schedule revised August 1, 2026.
Certificate | What you certify on the form | State filing fee |
|---|---|---|
Certificate of Dissolution (listed as "Dissolution – Section 275") | The board of directors and the stockholders authorized the dissolution, or all stockholders consented to it | $224 |
Short Form Certificate of Dissolution | The same authorization, and that the corporation has no assets and has ceased transacting business, has been required to pay only the minimum franchise tax each year since incorporation, and has paid all franchise taxes and fees through the end of the year of filing | $50 |
Certificate of Dissolution Before Issuance of Shares | No shares have been issued, no part of the capital has been paid, and all debts have been paid | $224 |
Certificate of Dissolution Before Beginning Business | The business the corporation was organized for has not begun, no capital has been paid in or what was paid in has been returned, and any issued stock certificates have been surrendered or canceled | $224 |
Non-stock corporations have their own certificate on the same page. If you aren't sure which statements your corporation can make, ask your lawyer before you sign.
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The Delaware corporation dissolution procedure puts franchise tax ahead of the certificate, because the Division of Corporations files a Certificate of Dissolution only once taxes and annual reports are up to date. It's natural to picture closing as the mirror image of starting: one certificate in, one certificate out. In Delaware the certificate is one checkpoint in a sequence that starts with your board. Our guide on how to dissolve a corporation covers what every state shares.
After the filing, the rest of the wind-down sits with you: paying what your company owes, distributing what remains and closing your accounts. If you have debt, talk to your lawyer, and read what a notice of dissolution is and who receives one. Starcycle can take the state paperwork off your plate and track your key dates.
Delaware publishes no standard processing time. Your document is filed with the date and time it arrived, once the Division reaches that day's regular work. You can ask which date it's processing.
Service | Added fee for a dissolution | Division's cutoff (Eastern time) |
|---|---|---|
Next day (24-hour) | $100 | Received by 7:00 pm, completed the next business day |
Same day | $200 | Received before 2:00 pm |
Two hour | $500 | Received by 7:00 pm |
One hour | $1,000 | Received by 9:00 pm |
Delaware franchise tax, the annual tax the State charges every corporation incorporated there, keeps accruing until a Certificate of Dissolution or another document ending the corporation's existence is filed. The Division's tax FAQ says this holds even if your business has closed or never started operating. The company may feel closed to you, and the filing like something that can wait. In the Division's records it still exists, and the tax follows those records.
The Division's calculation page explains both methods. You use whichever results in the lesser tax. Ask the Franchise Tax Section for the amount due through your dissolution date before you send your certificate.
75% of closures leave unresolved obligations that create long-term exposure. A structured winddown saves 40–60 hours and cuts legal risk ~80%.
Get a quoteIf your corporation did business in Delaware, you also close its accounts with the Division of Revenue and the Division of Unemployment Insurance. The certificate is the visible step. These accounts are quieter, and each closes through its own filing. Confirm your full filing list with your CPA.
A dissolving Delaware corporation files IRS Form 966, Corporate Dissolution or Liquidation, within 30 days after it adopts the resolution or plan to dissolve. The corporation also files a final federal income tax return with the "final return" box checked. Our walkthrough of how to close a business with the IRS lists the other federal forms. For your EIN (Employer Identification Number), the IRS says it can't cancel an EIN but can deactivate it. We explain the request in how to cancel an EIN.
A Delaware corporation registered to do business in other states files a withdrawal with each of those states, in addition to your Delaware certificate. Those registrations do not end automatically. Each state sets its own withdrawal form, fee and tax requirements, so list every state where you registered, including the one you work from.
What makes closing your Delaware corporation hard is the order more than the forms: every step depends on something else being done first. The work stays the same size over time, while the clarity around it shrinks. Gather your records while the bank logins still work.
Starcycle prepares and files your state dissolution paperwork, tracks your key dates and your contract and subscription cancellation timelines, and keeps your documents in one place. Your final tax returns are coordinated with a partner CPA or your own, and we can also make intros to lawyers and accountants. When you're ready to close this chapter, start with a wind-down plan for your corporation.
It costs $224 in state filing fees to dissolve a corporation in Delaware with the standard Certificate of Dissolution, or $50 with the short form. Delaware adds $9 for each page after the first, a certified copy is $50, and franchise tax and annual report fees are paid separately. Our guide to dissolution filing fees by state shows how Delaware compares.
Delaware's dissolution forms don't list a tax clearance certificate among the requirements to dissolve a corporation. The standard form's cover letter names two conditions: all taxes due to the State through the effective date are paid, and all applicable annual franchise tax reports are filed.
Delaware ties franchise tax to the calendar year, and its pages give no separate year-end deadline for a dissolution. A corporation active in the Division's records at any time from January 1 through December 31 is assessed for that tax year.