Updated September 4, 2026. Quick answer: a Delaware for-profit corporation dissolves by filing Certificate of Dissolution under 8 Del. C. §§ 275, 277, 278, 280, 281 (Title 8, Chapter 1, Subchapter X, Sale of Assets, Dissolution and Winding Up) for $204, but Delaware will not accept it without a tax clearance certificate in hand first.
The filing, and what Delaware calls it
Under § 275, the board adopts a dissolution resolution, gives notice to stockholders, and a majority of outstanding voting stock must approve at a meeting, or all stockholders entitled to vote may consent in writing without a board resolution under subsection (c). A Certificate of Dissolution is then filed with the Secretary of State setting forth the corporate name, authorization date, method of authorization, director/officer names and addresses, and the original incorporation date. Under § 278, the corporation continues for 3 years after dissolution for purposes of suits and winding up.
The tax clearance question
Delaware will not accept the Certificate of Dissolution without a tax clearance in hand. Delaware does not require a separate tax-clearance certificate from the Division of Revenue. Instead, 8 Del. C. § 277 provides that no corporation shall be dissolved until (1) all franchise taxes due to or assessable by the State, including for the calendar month dissolution becomes effective, have been paid, and (2) all annual franchise tax reports including a final report have been filed; this is administered internally by the Division of Corporations’ own franchise tax records, not an outside agency. Separately, if the corporation did business in Delaware, the Division of Revenue must be notified of the dissolution by checking the ‘Out of Business’ box and reporting the last day of operations on the final withholding/gross-receipts coupon and final corporate income tax return; that is a notification, not a clearance gate. (8 Del. C. § 277)
Creditors and the claims window
Delaware makes available, but does not require, a formal notice-to-known-and-unknown-creditors procedure, with a 60-day claims-bar window. Notice to claimants under § 280 is elective: the corporation or any successor entity may give notice of the dissolution requiring all persons having a claim against the corporation to present their claims. If given, the notice must set a claims deadline no earlier than 60 days from the date thereof, published at least once a week for 2 consecutive weeks in a newspaper of general circulation (and nationally if the corporation held $10,000,000+ in total assets at dissolution), with certified/registered mail to known claimants. Claims not timely presented are barred. Under § 281, if this elective procedure is used, distribution to stockholders must wait until the later of the claims deadline or 150 days after the last rejection notice. (8 Del. C. §§ 280, 281)
What the filing costs
The Certificate of Dissolution carries a $204 filing fee. $204.00 to file the standard Certificate of Dissolution (plus $9.00 for each additional page beyond one, and $50.00 for a certified copy); a $10.00 short-form certificate is available only for corporations dissolving under § 274 before issuing shares or beginning business.
What this page does not answer
Dissolving the entity at the state level and closing it out with the IRS are two separate processes. A final federal return, IRS Form 966 in some circumstances, and canceling the EIN are governed by federal law, not by Delaware’s corporation statute, and this cluster does not source them. We have the state-filing answer at primary and the federal-closeout answer not at all.
This page sells nothing and links to no filing service. Dissolving a corporation is a filing-desk task with a statutory answer, and the answer is either in the state’s code and the Secretary of State’s own instructions or it is not.
This page covers a for-profit business corporation. If you are closing an LLC in Delaware instead, the filing, fee and statute are different: see dissolving an LLC in Delaware.
Sources
Every citation on this page is statutory or the Secretary of State’s own official filing instructions. No formation service, no registered-agent marketing page and no aggregator is cited anywhere in this cluster; those are the only publishers of the competing versions.
- 8 Del. C. Title 8, Chapter 1, Subchapter X (Sale of Assets, Dissolution and Winding Up), §§ 275, 277, 278, 280, 281: https://delcode.delaware.gov/title8/c001/sc10/index.html
- Delaware Division of Corporations, Certificate of Dissolution instructions/cover letter: https://corpfiles.delaware.gov/Dissolution%20-%20275%20-%20web.pdf
- Delaware Division of Revenue, Dissolving a Delaware Corporation: https://revenue.delaware.gov/services/Business_Tax/Dissolving.shtml