Delaware . Dissolution 2026
Close your Delaware business the right way.
Dissolution officially ends your Delaware entity. This guide covers the state fee, tax considerations, final filings, timeline, and how to avoid the personal liability traps that catch founders who skip the wind-up steps.
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Before dissolution
Wind-up checklist (do these before filing dissolution)
Filing dissolution before completing wind-up creates personal liability for officers, members, or shareholders. Complete this checklist first.
- ✓Member or shareholder vote to dissolve. Per operating agreement or bylaws.
- ✓Notify creditors. Send written notice giving them time to file claims.
- ✓Pay all debts. Settle outstanding accounts payable, leases, loans, and contracts.
- ✓File final federal tax returns. Form 1065 or 1120 / 1120-S marked Final. File Form 966 within 30 days of dissolution vote (Corporations only).
- ✓File final state tax returns. Delaware income tax, franchise tax, sales tax, employment tax. All marked Final.
- ✓Cancel state tax accounts. Sales tax permit, withholding account, unemployment account.
- ✓Close business bank accounts. After distributing remaining cash to members or shareholders.
- ✓Distribute remaining assets. Per operating agreement or bylaws priority order.