Corporation Voluntary Dissolution and Closure Packet

DELAWARE CORPORATION VOLUNTARY DISSOLUTION AND CLOSURE PACKET

Scope gate. Use only for a consensual, solvent domestic stock corporation. Do not use for a disputed or judicial dissolution, insolvency or bankruptcy, nonstock corporation, regulated entity, merger, or unresolved authority or ownership dispute.

Separate systems remain separate. A Delaware certificate does not itself close federal tax, payroll, licenses, bank accounts, contracts, benefit plans, insurance, or foreign registrations.

Use this packet with the universal board resolution and universal plan of dissolution and liquidation, customized to the Delaware gates below.

1. ENTITY AND ROUTE CHECK

☐ Certificate of incorporation, amendments, bylaws, stock ledger, shareholder agreements, and board records reviewed.

☐ Franchise-tax and annual-report status checked separately.

2. DELAWARE AUTHORIZATION GATE

Select the route:

☐ Early surrender — § 274. No shares were issued or the business was not commenced. The required majority of incorporators or directors approved, and all capital-return, debt-payment, and certificate conditions are satisfied.

☐ Board and stockholder route — § 275. A majority of the whole board adopted a dissolution resolution and directed that it be submitted to stockholders. Holders of a majority of outstanding stock entitled to vote approved at a duly called meeting after statutory notice, subject to any greater or separate class/series vote.

☐ Unanimous written consent — § 275. All stockholders entitled to vote consented in writing, without prior board action, and required notice of the consent was handled.

Board resolution record

Stockholder approval record

☐ Majority of outstanding voting stock and every greater or separate-vote requirement confirmed.

3. CERTIFICATE AND WINDING UP

Prepare the § 275 certificate stating the corporate name, authorization date and method, directors' and officers' names and addresses, and original incorporation date. File it as provided by § 103.

Under § 278, the dissolved corporation continues for three years, or longer if the Court of Chancery directs, only to prosecute and defend proceedings, settle and close business, dispose of property, discharge liabilities, and distribute remaining assets—not to continue its original business. Timely proceedings continue beyond that period until fully executed.

☐ Ordinary business stopped except for authorized winding-up activity.

☐ Assets, liabilities, contingent claims, litigation, contracts, taxes, payroll, benefits, guarantees, liens, and records inventoried.

☐ Franchise taxes and annual reports due through the dissolution period reviewed and resolved before filing.

4. CLAIMS AND DISTRIBUTION PLAN

Select with Delaware counsel:

☐ Follow the optional § 280 notice/security process and the § 281(a) distribution sequence.

☐ Do not use § 280; before the § 278 period expires, adopt a § 281(b) plan making reasonable provision for known, contingent, pending, and qualifying future claims likely to arise within ten years after dissolution.

Claim and reserve log

No stockholder distribution may be made until the selected statutory route and all priority, reserve, and timing requirements are satisfied.

5. DELAWARE FILING AND SEPARATE CLOSURE

☐ Certificate of dissolution completed and signed by an authorized person.

☐ Filing acceptance and effective date retained.

☐ Federal and Delaware final returns, payroll, licenses, contracts, bank accounts, insurance, benefits, and foreign withdrawals separately completed or assigned.

☐ Records retained at [LOCATION] by [CUSTODIAN] through [DATE].

As of 2026-07-29, this packet states no dissolution filing fee or processing time. Verify the Division of Corporations' current form, tax, fee, and submission instructions immediately before filing.

6. FINAL CLOSURE CERTIFICATE

The undersigned certifies that corporate approvals, the certificate, the selected claims/distribution route, liability provision, distributions, tax work, and separate account closures are documented in the closing file.

Authorized officer/director: [________________________________]

Signature: [________________________________] Date: [__/__/____]

SOURCES AND REFERENCES

• Delaware Code — DGCL Subchapter X, dissolution and winding up
• Delaware Division of Corporations — corporate forms
• Delaware Division of Corporations — annual report and franchise tax

Statutes and filing-office guidance verified 2026-07-29; recheck immediately before submission.