Voluntary LLC Dissolution and Cancellation Requirements in Delaware

At a glance

Requirements one by one

The LLC agreement controls the dissolution threshold

Delaware is contract-first. Under § 18-801(a), the time and events specified in the LLC agreement control. If the agreement supplies no different voting rule, members owning more than two-thirds of all members' then-current profit interests approve dissolution.

That denominator is profit interests, not a headcount and not necessarily capital contributions. The ordinary statute does not offer a separate no-business or unanimous short-form cancellation route.

Winding up precedes cancellation

Under § 18-803, a nonwrongful manager winds up unless the agreement provides otherwise. If none exists, the members or another person approved by members owning more than 50 percent of current profit interests may do the work. The wind-up actor may litigate, settle and close the business, convey property, discharge or reasonably provide for liabilities, and distribute the remainder.

Those powers continue only until the Certificate of Cancellation is filed. Section 18-203 requires dissolution and completed winding up before the filing that cancels the certificate of formation.

Delaware uses mandatory reserves, not a universal notice safe harbor

Sections 18-803 through 18-805 contain no universal direct notice, publication, claim-submission deadline, or claim-bar process for an ordinary LLC. Do not invent one from Delaware corporation law.

Section 18-804 instead requires payment or reasonable provision for every known claim and obligation, including contingent, conditional, and unmatured contractual claims. It separately requires provision for pending proceedings and for unknown or not-yet-arisen claims that, based on known facts, are likely to arise or become known within ten years after dissolution.

Creditors and reserves come before owners

Section 18-804 first pays creditors, including members and managers who are creditors, or makes reasonable provision for their claims. Subject to the LLC agreement, distribution liabilities come next. The final tier returns contributions and divides the residual by ordinary distribution shares.

A member who knowingly receives a distribution violating that order is liable to the LLC for the amount. Unless otherwise agreed, the statutory recovery period generally ends three years after the distribution unless a timely action and adjudication satisfy § 18-804(d).

The full current-year annual tax is due before filing

Current § 18-1107(b) sets the ordinary LLC annual tax at $400. Section 18-1107(c) requires the full amount for the calendar year in which cancellation becomes effective to be paid before filing, and § 18-1107(k) bars the Secretary of State from accepting an ordinary certificate while annual tax remains unpaid.

The current cancellation form likewise says all taxes through the effective date must be paid. Neither the statute nor form names a separate tax-clearance certificate attachment.

One Certificate of Cancellation ends legal existence

After winding up is complete, § 18-203 requires the LLC name, formation date, the name of each still-registered series, any delayed effective date or time, and any optional information the filer chooses. The Division's ordinary form asks for the name and formation date.

Under § 18-204, one or more authorized persons sign. An agent or attorney-in- fact may sign unless the agreement provides otherwise, and execution is an oath or affirmation that the facts will be true when the certificate becomes effective.

The current charge is $220, and upload is submission-only

Under § 18-1105(a)(3), the cancellation filing fee is $180. Section 18-206(e) adds a $40 courthouse-municipality fee, producing the $220 state charge shown on the Division's current form and fee schedule. An additional $50 applies for each uncanceled registered series named in the certificate.

The Division accepts filings through its Document Filing and Certificate Request Service or by mail. The electronic service is submission-only: it does not directly file the certificate or calculate the charge. Section 18-206(b) makes cancellation effective on filing or at a stated date or time no later than the 180th day after filing under § 18-206(b).

Effective August 1, 2026, § 18-1105(b) raises the statutory ceilings for optional expedited handling. The enacted change does not alter the $180 filing fee or $40 municipality fee that make up the ordinary $220 charge.

Revocation ends when the cancellation is filed

Under § 18-806, the LLC agreement's revocation method applies. Unless the agreement prohibits revocation, the statute also permits continuation through the approval applicable to the event that caused dissolution, but only before the Certificate of Cancellation is filed.

If a cancellation was filed before dissolution or completed winding up, § 18-203(b) and § 18-211(a) permit a Certificate of Correction to correct or nullify it. After cancellation, § 18-805 lets the Court of Chancery appoint trustees or receivers at any time to collect property, litigate, and finish unfinished business.

What trips people up

The two voting percentages answer different questions. More than two-thirds of profit interests is the default dissolution threshold. More than 50 percent is the approval threshold for a wind-up person when no qualifying manager is available.

Cancellation is not the start of winding up. Section 18-203 places the Certificate of Cancellation after both dissolution and completion of winding up. Filing early requires correction or nullification; it does not convert the certificate into an advance notice.

The ten-year rule is a reserve horizon, not automatic claim extinction. It identifies foreseeable claims for which the LLC must make provision. Delaware's ordinary LLC provisions do not turn that rule into a universal publication bar.

Common questions

Does every member have to approve dissolution? Not under the statutory default. Unless the LLC agreement provides otherwise, members owning more than two-thirds of current profit interests approve it.

Must the LLC notify every creditor before cancellation? Delaware's ordinary LLC dissolution provisions do not impose a universal direct-notice procedure. The LLC still must pay or make the detailed provisions required by § 18-804.

Can the filing use a future effective date? Yes. The certificate may state a date or time certain no later than 180 days after filing.

Can omitted assets or unfinished litigation be handled later? The Court of Chancery may appoint trustees or receivers after cancellation, at any time, to finish the LLC's remaining business. That is a court-supervised route, not a reason to skip winding up before filing.

Statutes and sources

The governing text is 6 Del. C. §§ 18-203 to -206, 18-211, 18-801, and 18-803 to -806, with filing fees and tax prerequisites in §§ 18-1105 and 18-1107. The Delaware Division of Corporations publishes the current form, fee schedule, and filing-submission instructions linked above. All sources were accessed July 28, 2026.