companyHow to Dissolve a Delaware LLC in 2026: Certificate of Cancellation, $400 Tax, Timeline
Last updated · 8 min read · By CloseWise Team
To dissolve a Delaware LLC, you pay the $400 annual tax for the current year, settle the LLC's affairs, and file a Certificate of Cancellation with the Delaware Division of Corporations for $220. Standard processing takes about 2 to 3 weeks. Then you file a final federal return and close the EIN.
Delaware is the most common home for LLCs owned by non-US founders, so this guide covers both the state side and the IRS forms that non-residents most often miss.
At a glance
- Document: Certificate of Cancellation (not "dissolution" - that is for corporations)
- State fee: $220, plus optional expedite fees
- Annual tax: $400 for the current year must be paid first, not prorated
- Timeline: 2 to 3 weeks standard; 24 hours with expedite
- Federal: final Form 5472 + pro forma 1120 (foreign-owned single-member) or final Form 1065 (multi-member), then EIN closure
Step 1: Approve the dissolution
Follow your operating agreement. Delaware's default rule (6 Del. C. 18-801) allows dissolution with the consent of members holding more than two-thirds of the profit interests, but most operating agreements set their own threshold. Sign a short written consent and date it. That date starts the winding-up period.
Step 2: Bring the LLC current with Delaware
The Division of Corporations will not file a cancellation for an LLC that owes tax. Check three things:
Annual tax. Every Delaware LLC owes a flat $400 annual tax (from tax year 2026), due June 1 for the previous year. Late payment adds a $200 penalty plus 1.5% interest per month. The tax for the year of cancellation is due in full; Delaware does not prorate it. So an LLC canceled in February 2027 still pays the full $400 for 2027.
Registered agent. You need a registered agent on file at the time of filing. If your agent resigned for non-payment, reinstate one before you file.
Prior years. If the LLC skipped a year, the back tax, penalty and interest all come due now. Three years of non-payment leads Delaware to cancel the certificate of formation administratively, which sounds convenient but leaves the tax debt in place and the LLC in limbo. See what happens if you don't dissolve your LLC.
You can check and pay online through the Division of Corporations' franchise tax portal using your file number.
Step 3: Wind up
Under 6 Del. C. 18-803, the LLC must wind up its affairs before the cancellation takes effect: pay or provide for creditors, close contracts and distribute what remains to members. Practically:
- Collect receivables and pay suppliers
- Close Stripe, PayPal, Mercury, Wise, Relay or any other financial accounts after the last payout and the last tax payment
- Cancel the virtual address, mail forwarding and SaaS subscriptions
- Keep the bank account open until the final tax return and any IRS balance are handled
Delaware also allows a formal notice-to-creditors procedure under 18-804 that can limit late claims. It is rarely necessary for a dormant LLC with no debts, and worth doing for an LLC that traded.
Step 4: File the Certificate of Cancellation
The Certificate of Cancellation is a one-page form. It asks for:
- The LLC's exact name
- The date the Certificate of Formation was filed
- The reason for cancellation (completion of winding up is the standard one)
- A future effective date, if you want one
- The signature of an authorized person
File by mail or through a registered agent; most agents file electronically for a service fee on top of the $220 state fee. Expedited processing is available: 24-hour, same-day and faster tiers at increasing cost. The cancellation is effective when filed, unless you chose a later date.
If you want the LLC closed before year end to avoid the next year's $400, file early. December filings pile up and the Division's standard queue stretches.
Step 5: File the final federal return
This is where most non-US owners go wrong. Delaware does not require a state income tax return from an LLC that did no business in Delaware, but the IRS still expects a final filing.
Single owner, not a US person (individual or foreign company): the LLC is a foreign-owned disregarded entity. File a final Form 5472 attached to a pro forma Form 1120, check "final return," and report the related-party transactions for the year, including the capital you contributed and any distributions out. Due the 15th day of the 4th month after the LLC's tax year ends. The penalty for not filing is $25,000 per year, and "the LLC had no revenue" is not a defense.
Two or more members: file a final Form 1065 with final Schedule K-1s. Non-US members may also have Form 8804/8805 withholding obligations if the LLC had US-source income.
Single owner who is a US person: report the final year on Schedule C.
LLC that elected corporate tax treatment: file a final Form 1120 or 1120-S, and IRS Form 966 within 30 days of the dissolution resolution.
Step 6: Close the EIN and keep records
After the final return is filed, send the IRS a letter asking it to close the business account for your EIN. Instructions: how to cancel an EIN.
Keep the cancellation certificate, tax returns, bank statements and the members' consent for 7 years. Non-US owners often need the cancellation certificate later for their home-country tax authority or bank.
Delaware LLC vs Delaware corporation
If you have a C-corp (common for Stripe Atlas and venture-backed companies), the process is different: a Certificate of Dissolution, a franchise tax true-up through the dissolution date, and a possible $50 short-form filing. See how to dissolve a Delaware corporation.
Frequently asked questions
Does a Delaware LLC file a Certificate of Dissolution or Cancellation?
Cancellation. Corporations file a Certificate of Dissolution; LLCs file a Certificate of Cancellation under 6 Del. C. 18-203.
Do I have to pay the $400 tax for the year I cancel?
Yes. The tax is not prorated, and Delaware will not accept the cancellation until it is paid.
How long does it take?
About 2 to 3 weeks standard by mail. Expedited service brings it down to 24 hours or less.
I am not a US resident. What else do I need to file?
A final Form 5472 with a pro forma Form 1120 if you are the sole owner, or a final Form 1065 if there are multiple members. Then close the EIN.
Can I cancel a Delaware LLC that never did business?
Yes. The steps are the same and the $400 annual tax is still due for every year of existence, including the year of cancellation.
Close your Delaware LLC without the guesswork
CloseWise prepares the Certificate of Cancellation, checks your Delaware tax balance, has the final Form 5472 or 1065 prepared by a licensed preparer, and sends the EIN closure letter - in one checklist, built for owners outside the US. Start your Delaware closure or see the cost first.
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