LLC Voluntary Dissolution and Closure Packet

DELAWARE LLC VOLUNTARY DISSOLUTION AND CLOSURE PACKET

Scope gate. Use only for a consensual, solvent domestic LLC closing. Do not use for a disputed or judicial dissolution, insolvency or bankruptcy, merger, conversion, domestication, series LLC, professional LLC, regulated entity, or an entity with unresolved ownership or authority disputes.

Separate systems remain separate. A state dissolution, cancellation, or termination filing does not itself close federal tax, payroll, state tax, license, bank, contract, benefit-plan, insurance, or foreign-registration accounts.

1. ENTITY AND ROUTE CHECK

☐ State record reviewed for exact name, status, delinquent filings, and entity type.

☐ Articles/certificate of formation, all amendments, operating agreement, member ledger, and side agreements collected.

☐ This is a domestic LLC. Any foreign qualifications will be withdrawn separately.

2. DELAWARE AUTHORIZATION GATE

Apply the LLC agreement first. Unless it provides otherwise, 6 Del. C. § 18-801(a)(3) requires approval by members owning more than two-thirds of the then-current percentage or other interest in the LLC’s profits.

☐ Confirm the LLC-agreement approval rule or, if it is silent, approval by members owning more than two-thirds of current profits interests.

☐ Notice, meeting, signature, class, record-date, and other governing-document procedures satisfied.

☐ The approval record identifies the effective date and the person authorized to wind up and file.

Member approval record

The undersigned members approve dissolution of [LLC Name] effective [__/__/____], authorize winding up under the governing documents and applicable law, and authorize [Name/Title] to sign and submit the appropriate state filing after satisfying its prerequisites.

Attach additional signature pages and the approval calculation if needed.

3. WINDING-UP PLAN

The LLC will cease ordinary business except as reasonably necessary to wind up.

☐ Stop accepting new work, sales, subscriptions, or obligations except documented wind-up transactions.

☐ Identify cash, receivables, inventory, equipment, real estate, intellectual property, deposits, prepaid items, claims, and digital assets.

☐ Identify loans, leases, vendor balances, customer obligations, refunds, warranties, taxes, payroll, benefits, litigation, guarantees, liens, and contingent claims.

☐ Preserve books, communications, insurance policies, tax records, ownership records, and litigation holds.

☐ Collect receivables and sell, transfer, abandon, or distribute assets only with documented authority.

☐ Pay liabilities or establish a documented, legally sufficient provision before member distributions.

☐ Apply the operating agreement and governing law to the order and amount of final distributions.

Known-claim log

Do not improvise a statutory claims-cutoff notice. Use a state-law notice route only after counsel confirms its content, delivery, response period, rejection procedure, publication or posting steps, and treatment of contingent or unknown claims.

Asset and distribution ledger

4. EMPLOYEES, TAXES, AND ACCOUNTS

☐ Final payroll, expense reimbursements, benefits, leave, notices, and wage statements completed.

☐ Federal final-return boxes and information-return duties reviewed with the tax preparer.

☐ EIN retained for final returns and records; no representation made that the EIN is “canceled.”

☐ State and local income/franchise, sales/use, withholding, unemployment, property, and industry tax accounts reviewed separately.

☐ Licenses, permits, assumed names, subscriptions, utilities, merchant processing, insurance, leases, and contracts closed or assigned with written confirmation.

☐ Bank, credit, escrow, marketplace, domain, cloud, and social accounts closed only after outstanding items and retention needs are resolved.

5. DELAWARE FILING PREPARATION

After the winding-up conditions are satisfied, file a Certificate of Cancellation under 6 Del. C. § 18-203. Confirm that Delaware taxes due through the effective date are paid.

As of 2026-07-27, 6 Del. C. §§ 18-1105(a)(3) and 18-1107 set a $180 Certificate of Cancellation fee and a $400 domestic LLC annual tax. A cancellation involving registered series adds the statutory per-series amount. Recheck all dated amounts immediately before filing.

☐ Certificate of Cancellation names the LLC exactly as on the state record.
☐ Delaware annual taxes and any other amounts due through cancellation are confirmed paid.
☐ Registered-agent service and any contractual termination charges separately resolved.

☐ Filing signer has current authority and signs in the correct capacity.

☐ Filing acceptance, receipt, effective date, and any rejection correspondence retained.

6. FOREIGN REGISTRATION INVENTORY

A domestic delaware filing does not withdraw the LLC elsewhere. Complete each foreign-jurisdiction withdrawal and registered-agent termination separately.

7. FINAL CLOSURE CERTIFICATE

The undersigned certifies for the internal record that:

☐ the approval record is attached;

☐ known assets and liabilities were inventoried;

☐ liabilities were paid, resolved, or provided for before distributions;

☐ final distributions are shown in the ledger;

☐ required state filing was accepted, or counsel documented why no terminal filing was required;

☐ tax, payroll, license, contract, bank, and foreign-registration work was separately completed or assigned; and

☐ records will be retained at [Location] by [Custodian] through [Date].

Authorized person: [________________________________]

Title/capacity: [________________________________]

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

SOURCES AND REFERENCES

• Delaware Code, LLC dissolution and winding up
• Delaware Code, certificates including cancellation
• Delaware Code, fees and annual tax provisions
• Delaware Division of Corporations, LLC forms

Fee, form, portal, and processing facts above are verified as of 2026-07-27 and must be checked again immediately before filing.