LLC Voluntary Dissolution and Closure Packet - Delaware

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.

☐ 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 Any foreign qualifications will be withdrawn separately.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. For an LLC whose original certificate of formation was effective on or before July 31, 2015, confirm the grandfathered version of § 18-801(a)(3) before relying on this current default.

☐ 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. Under § 18-803(a), the default winding-up actor is a manager who has not wrongfully dissolved the LLC or, if there is none, the members or a person approved by members owning more than half of current profits interests; check the LLC agreement and the pre-August 2015 grandfather rule.

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. Include known claims, pending proceedings, and claims likely to arise or become known within 10 years after dissolution from facts the LLC knows.

☐ 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 winding up, file a Certificate of Cancellation under 6 Del. C. § 18-203. Section 18-1107(c) requires the full annual tax for the calendar year in which the cancellation becomes effective before filing, along with any unpaid earlier tax.

As of 2026-10-28, § 18-1105(a)(3) sets a $180 statutory Certificate of Cancellation fee, while the Division's August 2026 fee schedule lists $220 for a domestic LLC cancellation because its total includes a municipality fee. Section 18-1107 sets 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.
☐ Certificate states the date the LLC's certificate of formation was filed.
☐ Full Delaware annual tax for the cancellation year and any unpaid earlier annual taxes are confirmed paid before filing.
☐ 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;

☐ the Certificate of Cancellation was accepted;

☐ 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
• Delaware Division of Corporations, August 2026 fee schedule

The cited statutory fees, current fee schedule, and forms index were checked on 2026-10-28 and must be checked again immediately before filing.