How to Close or Dissolve an LLC in Delaware: Forms, Fees & Steps (2026)

Knowing how to close or dissolve an LLC in Delaware matters because a Delaware LLC keeps owing tax every year until it is formally cancelled, even if it earns nothing. To close it, you pay all taxes owed to the state and file a Certificate of Cancellation, which costs $220 as of August 2026. This guide walks you through each step, the fees, and the federal paperwork that many non-US owners forget. If you are weighing whether to keep or close your company, our guide to Delaware LLC registration explains what you are paying for each year.

Dissolving vs. Closing a Delaware LLC

In Delaware, "dissolving" and "closing" an LLC are two parts of one process. Dissolution starts when members decide to end the business under the operating agreement. The LLC then winds up, which means paying debts and distributing remaining assets. The LLC officially ceases to exist only when the Delaware Division of Corporations accepts a Certificate of Cancellation.

Until that filing is accepted, your LLC stays active in Delaware's records, and the annual tax keeps accruing.

Why You Should Not Just Abandon Your LLC

Delaware charges every LLC a flat annual tax, now $400 per year, whether or not the LLC earned any income. If you stop paying, Delaware can eventually void the LLC, but the unpaid tax, penalties and interest do not disappear. Late payments carry a $200 penalty plus 1.5% monthly interest, and the Division will not accept a cancellation until everything owed is paid.

Closing the LLC properly stops future taxes and gives you a clean record for banks and future business.

Step 1: Review Your Operating Agreement and Authorize the Closure

Start with your operating agreement. It usually explains how members vote to dissolve the LLC. For a single-member LLC, the owner can simply sign a written decision to dissolve. For multi-member LLCs, follow the voting rules in the agreement, and if the agreement is silent, Delaware's default rules apply, so check with a professional. Keep a signed copy of the decision with your records.

Step 2: Wind Up the Business

Before you cancel, take care of the business itself:

• Pay outstanding bills and debts
• Collect money owed to the LLC
• Distribute remaining assets to the members, as set out in the operating agreement
• Cancel contracts, subscriptions and business licenses
• Notify customers, vendors and your registered agent

If the LLC has legal claims or pending disputes, speak with an attorney before filing.

Step 3: Pay All Delaware Annual Taxes

Delaware will not accept a Certificate of Cancellation until all taxes owed through the year of cancellation are paid. There is no proration, so the full annual tax is owed for the year you cancel, even if the LLC existed for only a few months of that year.

Here is how it works for an LLC cancelled in late 2026:

• 2025 tax: $300, which was due June 1, 2026, if not already paid
• 2026 tax: $400, which is normally due June 1, 2027 but must be paid before cancellation

To see your exact balance, log in to the Division of Corporations' online system using your LLC's file number, or contact the Franchise Tax Section before you file. Delaware LLCs do not file an annual report, so the tax payment is the only yearly requirement.

Step 4: File the Certificate of Cancellation

The Certificate of Cancellation is a short form filed with the Delaware Division of Corporations under Delaware's LLC Act. It generally asks for:

• The exact name of your LLC
• The date your Certificate of Formation was originally filed
• The effective date and time of the cancellation, if you want it to take effect later
• The signature of an authorized person

The state fee for a domestic Delaware LLC is $220 as of August 1, 2026, which includes a municipality fee. Optional extras include:

• 24-hour service: $100 extra
• Same-day service: $200 extra
• 2-hour and 1-hour service: $500 and $1,000 per request
• Certified copy: $50

Standard processing is fine for most owners. You can file through the Division's online system or through your registered agent, and a registered agent will often do it for you. Once the Division accepts the filing, your LLC no longer exists as a legal entity in Delaware.

Step 5: Handle Final Federal Tax Filings

Closing the LLC with Delaware does not end your IRS obligations:

• File a final federal return. The type depends on how your LLC is taxed. A single-member LLC with one owner is generally treated as a disregarded entity, and a multi-member LLC generally files a partnership return.
• Foreign-owned LLCs: a single-member LLC owned by a non-US person may need to file a final Form 5472 with a pro forma Form 1120. Our guide to Form 5472 and 1120 for foreign-owned LLCs explains who must file and how.
• Close your IRS business account. The IRS does not cancel EINs, but you can ask it to close the business account linked to your EIN by writing to the IRS after your final return is filed.
• Check BOI rules. Federal reporting rules have changed several times, so read our latest article on BOI filing for foreign-owned US companies.
• Indian founders: our US LLC tax guide for Indian founders covers the India side of closing a US company.

A tax professional can prepare these filings, and for a small LLC the cost is usually a few hundred dollars.

Step 6: Close Any Remaining Loose Ends

• Registered agent. Tell your agent the LLC has been cancelled, so they stop billing you. Our guide to the LLC registered agent explains how this role works.
• Bank accounts. Close business bank accounts only after all payments have cleared.
• Other states. If your Delaware LLC registered to do business in another state, withdraw it there as well, or that state's fees can keep accruing. For example, an LLC registered in California can keep owing the California LLC franchise tax until it withdraws.
• Licenses and accounts. Cancel payment processors, domain-linked services, and any local licenses.
• Keep records. Store your cancellation certificate, tax filings and operating agreement for several years.

How Much Does It Cost to Close a Delaware LLC?

• Certificate of Cancellation: $220
• Unpaid annual taxes: $400 for 2026, plus $300 for 2025 and earlier years if unpaid
• Late penalties and interest: $200 flat penalty plus 1.5% monthly interest on any late tax
• Optional expedited service: $100 for 24-hour or $200 for same-day
• Certified copy: $50
• Final tax preparation: varies by provider

For example, if you cancel in November 2026 and your 2025 tax is already paid, the state cost is the $220 filing fee plus $400 for 2026, which is $620. Confirm the exact amount with the Division of Corporations before you file, because Delaware fees changed in 2026.

Should You Close Your Delaware LLC or Keep It?

At $400 per year, a dormant Delaware LLC is not free to keep. If you may use the company again soon, keeping it can cost less than closing and re-forming it later, since Delaware's formation fee is now $110. If you are sure you are finished with it, close it, so the tax stops accruing. If you are unsure which state suits your business, see our comparison of Wyoming vs. Delaware LLCs for Indian founders.

Common Mistakes to Avoid

• Letting the LLC lapse instead of cancelling. The unpaid tax stays on the books.
• Expecting a refund or proration. Delaware charges the full annual tax for the year of cancellation.
• Forgetting the final federal filings. Form 5472 and a final return can still be due.
• Not telling your registered agent. You can keep paying agent fees by mistake.
• Skipping other-state withdrawals. Foreign registrations carry their own fees and taxes.
• Closing the bank account too early. Keep it open until all payments clear.
• Using outdated fee information. Delaware raised several fees in 2026.

Get Help Closing Your Delaware LLC

FormLLC helps founders close US companies properly, from checking what you owe in Delaware to filing the Certificate of Cancellation and coordinating your final tax filings. If you would like us to handle the closure for you, book a free consultation with our team today.

*FormLLC is a business formation and compliance services provider, not a law firm, and this article is general information rather than legal or tax advice.*