When dissolving a Delaware corporation, you have ten different options to choose from depending on the type of entity, its activities, the number of shares authorized and the status of your corporation. Should you file according to Section 274 (Dissolution Before the Beginning of Business), 275 (Stock Dissolution), 276 (Non-Stock Dissolution), 391 (Short Form Dissolution) or a combination thereof? Fees and filing requirements vary depending on the section(s) of the Delaware General Corporation Law chosen.
One thing remains constant for all dissolutions; annual reports and franchise tax must be paid up to and including the year in which the dissolution is filed.
How Does a Short Form Dissolution Differ?
The standard (not short form) Delaware state filing fee for dissolution is $204 plus applicable taxes. This can vary depending on whether a certified copy is requested as evidence and whether expedited services are chosen. However, the short form version, filed according to Section 391, is only $10 plus applicable taxes. Again, this will vary depending on the type of evidence requested and whether expedite fees apply.
In order to be able to file according to Section 391, your company must be able to state the following:
- The corporation has no assets.
- Business has not begun or the corporation has ceased transacting business.
- The corporation for each year since incorporation has only been required to pay the minimum tax.
- All fees have been paid through the current year.
Summary of Delaware Dissolution Filing Options
The tables below summarize the requirements for the 10 options for dissolution filing. Prior to preparing your document for filing, it is important to consult an attorney or reference the full text of the appropriate sections of the Delaware General Corporate Law to ensure you understand the requirements and ramifications of the different filings.
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Section 274 |
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Dissolution Before the Beginning of Business |
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Date of incorporation |
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Statement that no business has begun |
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Statement that no part of the capital of the corporation has been paid or it has been returned to those entitled |
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Statement that all issued stock certificates have been surrendered or canceled |
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Statement that all corporation's rights and franchises are surrendered |
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Executed by incorporator or directors (not officers) |
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Sections 274 & 391 |
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Short Form Dissolution Before Beginning of Business |
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All of the requirements for Section 274 “Dissolution Before Beginning Business” above plus the following applies: |
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Statement that the corporation has no assets |
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Statement that the corporation for each year since incorporation has only been required to pay the minimum |
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Statement that all fees have been paid through the current year |
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Section 274 |
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Dissolution Before Issuance of Shares |
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Date of incorporation |
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Statement that no shares have been issued |
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Statement that no part of capital has been paid |
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Statement that all debts of the corporation have been paid |
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Statement that the corporation surrenders its rights and franchises |
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Execution by incorporator or director (not by officers) |
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Sections 274 & 391 |
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Short Form Dissolution Before the Issuance of Shares |
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All of the requirements for Section 274 “Dissolution Before Issuance of Shares” above plus the following applies: |
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Statement that the corporation has no assets and has ceased transacting business |
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Statement that the corporation for each year since incorporation has only been required to pay the minimum |
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Statement that all fees have been paid through the current year |
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Section 275 |
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Stock Dissolution |
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Date of incorporation |
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Statement that it is being filed under Sections 275 a, b or c |
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Date dissolution was authorized |
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Name and addresses of officers and directors. If none, the document must state there are none and be signed by the majority of the stockholders. |
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Sections 275 & 391 |
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Short Form Stock Dissolution |
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All of the requirements for Section 275 “Stock Dissolution” above plus the following applies: |
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Statement that it is being filed under Sections 275 and 391 |
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Statement that the corporation has no assets and has ceased transacting business |
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Statement that the corporation for each year since incorporation has only been required to pay the minimum |
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Statement that all fees have been paid through the current year |
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Section 276 |
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Non Stock Dissolution |
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Date of incorporation |
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Statement that it is being filed under Section 276 a |
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Date dissolution was authorized |
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Name and addresses of the officers and directors. If none, document must state there are none and must be signed by the majority of the governing body. |
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Sections 276 & 391 |
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Short Form Non Stock Dissolution |
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All of the requirements for Section 276 “Non Stock Dissolution” above plus the following applies: |
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Statement that it is being filed under Sections 276 a and 391 |
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Statement that the corporation has no assets and has ceased transacting business |
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Statement that the corporation for each year since incorporation has only been required to pay the minimum |
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Statement that all fees have been paid through the current year |
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Section 276 |
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Dissolution Non Stock Before Beginning Business |
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Date of incorporation |
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Statement that it is being filed under section 276 b |
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Statement that the corporation surrenders its rights and franchises |
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Sections 276 & 391 |
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Short Form Dissolution Non Stock Before Beginning Business |
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All of the requirements for Section 276 “Dissolution Non Stock Before Beginning Business” above plus the following applies: |
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Statement that it is being filed under Sections 276 b and 391 |
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Statement that no business has begun and it has no assets |
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Statement that all fees have been paid through current year |
This article is provided for informational purposes only and should not be considered, or relied upon, as legal advice.
