Updated August 12, 2026. Quick answer. To dissolve an LLC in Delaware you file the Certificate of Cancellation of a Limited Liability Company, and it can be filed on paper only. Fee: $220 (domestic). Delaware requires no tax-clearance certificate to accept the filing. Until that filing is accepted the LLC still legally exists — and whatever Delaware charges an LLC each year keeps accruing against it.
What you file in Delaware, and what it costs
| Item | Detail |
|---|---|
| Filing | Certificate of Cancellation of a Limited Liability Company (no form number), filed with the DE Division of Corporations |
| Fee | $220 (domestic) |
| How you can file | mail — No interactive online filing for cancellations. Submit the completed certificate + cover sheet by mail to the Division of Corporations (401 Federal Street, Suite 4, Dover, DE 19901) or electronically as a PDF via the Division’s Document Upload Service on corp.delaware.gov (same paper form, uploaded). Secondary sources (Harvard Business Services, LLC University) state fax filing is no longer accepted. corp.delaware.gov blocked several automated fetches (‘Request Rejected’), so the upload-service detail rests on the Division’s site structure plus those secondaries. |
| Tax clearance | not required |
| Statute | 6 Del. C. 18-203 (certificate of cancellation); 18-801 (dissolution); 18-1105(a)(3) (filing fee); 18-1107 (annual tax); 18-1108 (cancellation for nonpayment) |
Single certificate filed under 6 Del. C. 18-203 with the Division of Corporations, Dover, after dissolution and completion of winding up (18-203(a): filed upon the dissolution and completion of winding up). Official form + cover memo at corpfiles.delaware.gov/webllc-can09.pdf (cover memo rev. 6/04; states $200 — superseded by the current fee schedule, see fee note). A cover letter with name/address/phone is required with the submission.
On the fee. Division of Corporations Fee Schedule (revised Aug 1, 2024): ‘Cancellation – domestic (plus annual taxes to cancel) $220.00’; the schedule notes the domestic-LLC figure ‘equals filing fee plus municipality fee’ (statutory base fee is $180 under 6 Del. C. 18-1105(a)(3)). Additional $50 for each registered series named; certified copy $50; expedited: same-day $200, 24-hour $100. The older form cover memo still says $200 — the fee schedule is the operative document. All annual taxes due through cancellation must be paid with the filing.
Tax clearance in Delaware
No tax-clearance certificate is required to file in Delaware. That is not the same as owing nothing — it means the state will accept the filing without a revenue-agency sign-off first.
No clearance certificate from any agency is issued or demanded, but payment of all LLC annual taxes through cancellation is a de facto prerequisite: the fee schedule lists cancellation as ‘plus annual taxes to cancel,’ the Division’s cover memo instructs ‘Please contact our Franchise Tax Section concerning any taxes due at the time of cancellation. A check for the tax payment and filing fee must accompany the Certificate for filing,’ and 6 Del. C. 18-1107(c) makes the annual tax ‘due and payable… upon the cancellation of a certificate of formation.’
Do not just walk away
Closing the business is not closing the entity. Loses good standing immediately on June 1 nonpayment; $200 penalty + 1.5%/month interest; certificate of formation automatically canceled after 3 years of nonpayment (6 Del. C. 18-1108)
6 Del. C. 18-1107(h): an LLC ‘that neglects, refuses or fails to pay the annual tax when due shall cease to be in good standing.’ Division instructions: ‘Failure to pay the required annual taxes will result in a penalty of $200.00 plus 1.5% interest per month on tax and penalty.’ 6 Del. C. 18-1108(a): the certificate of formation ‘shall be canceled if the annual tax… is not paid for a period of 3 years from the date it is due, such cancellation to be effective on the third anniversary of such due date’; the SOS publishes the canceled list annually.
Closing the tax accounts
Pay the $400 LLC annual tax through the cancellation date via the Franchise Tax Section; no informational franchise-tax return for LLCs
6 Del. C. 18-1107(b): every domestic LLC ‘shall pay an annual tax… in the amount of $400’ (statute text verified on delcode.delaware.gov — note this is the current figure; it was $300 for many years); 18-1107(c): due June 1 and also ‘upon the cancellation of a certificate of formation.’ Division instructions (corp.delaware.gov/alt-entitytaxinstructions/): annual tax $400, due June 1; LLCs file no annual report.
Before you file
- The order the steps go in — internal decision, creditors and distributions, the state filing, the final returns, then the registrations you are still paying for.
- What an LLC costs to keep alive in Delaware — the bill that keeps running until this filing lands.
- What dissolution costs in all 51 jurisdictions — the fee, the filing route and the tax-clearance flag, side by side.
- What happens if you simply stop filing — administrative dissolution is the walk-away trap happening to you rather than by you.
We do not form or dissolve LLCs, sell filing services, or take a commission from anyone who does. No advertising appears on this page and we earn nothing from it.
Sources and limits
6 Del. C. 18-203 (certificate of cancellation); 18-801 (dissolution); 18-1105(a)(3) (filing fee); 18-1107 (annual tax); 18-1108 (cancellation for nonpayment). Fee, form and procedure read 2026-08-10 from the statute source. The fee and the tax-clearance position were re-checked against the Division of Corporations fee schedule current at 2026-08-12 (‘Cancellation – domestic (plus annual taxes to cancel) $220.00’).
Research note. Official supporting sources: Division of Corporations Fee Schedule rev. 8/1/2024 (corpfiles.delaware.gov/AugustFee2024.pdf), LLC/LP/GP Franchise Tax Instructions (corp.delaware.gov/alt-entitytaxinstructions/), official cancellation form + cover memo (corpfiles.delaware.gov/webllc-can09.pdf). Several corp.delaware.gov paths returned ‘Request Rejected’ to automated fetch (e.g. /llccan09/, /howtofile/); facts above come from pages/PDFs that did load. Note the annual tax is now $400 per current statute and Division instructions — many older references still say $300.
Honest gap. This page covers the state filing that ends the entity, its fee and its tax-clearance condition. It does not cover creditor claims against a dissolved LLC, disputes between members, the tax treatment of a final distribution, reinstatement after an administrative dissolution, or withdrawal from any other state you registered in — each of those has its own rules. General information, not legal or tax advice. See methodology and corrections.