Dissolve a C corp in Delaware: Step by Step

In this article, I try to explain dissolve a C corp in Delaware step by step. I share my experience over dissolve my C corp in Delaware? As an entrepreneur, we need to close our inactive corporation. I try to explain all steps one by one over this process.

The first thing is first. I am not a lawyer or an accountant. I am just an entrepreneur who tries to dissolve his C corp in Delaware. The information which I write in this article may be wrong or not fix your company, and consequences can be different. It is always a good idea to speak with your company lawyer and accountant.

Disclaimer: This article does not constitute legal and accountant advice. If you need legal or account advice, please contact an attorney and accountant directly.

Hire a lawyer

Of course, you can do this process without a lawyer but I don’t suggest that.

I use https://www.upcounsel.com/ website to hire a lawyer. It is a good idea to hire a lawyer who already knows how to do what you needed. That’s why I searched on the Atlas Community form and found a lawyer who dissolved a different entrepreneur’s C corp.

Preparing and filing Delaware Annual Reports for current year and pay franchise taxes

Corporations can’t be dissolved if they have unpaid state taxes that’s why you (or your accountant) should be filled Delaware Annual Reports for the current year and pay the Franchise tax.

Preparing and filing Certificate of Dissolution Form

You (or your lawyer) should file the certificate of dissolution form and sent them to the Delaware state. There are 3 type forms, you (or your lawyer) should choose the right one for your corp.

  • Form 274 – Fee is $10.
  • Form 275 –
  • Form 276 – Fee is $204.

You can find forms and more information over on the State page https://corp.delaware.gov/disso09/.

Plan of Liquidation and Dissolution

Your corporation is registered with the State of Delaware. The Plan of Liquidation and Dissolution of your company should be intended to constitute a plan of distribution under Section 281 of the General Corporation Law of the State of Delaware (DGCL).

https://delcode.delaware.gov/title8/c001/sc10/index.shtml

There are some sample Plans of Liquidation and Dissolution on the internet, but it would be better to have the documents prepared by a lawyer.

Board and shareholder approvals

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Preparing and filing IRS notice on Form 966

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Cancel Registered Agency

My partner and I opened the company with Stripe Atlas platform. You can cancel your registered agency with their dashboard. If you don’t use Stripe Atlas platform, it is good to connect with your registered agency directly.

Last thing for how to dissolve a C corp in Delaware?

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