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How do I dissolve a Delaware corporation?
If you are a business owner who has incorporated in Delaware and you have decided to dissolve your corporation, you must follow a specific process to do so. In this article, we will discuss the steps involved in dissolving a Delaware corporation, including the necessary paperwork, notifications, and tax considerations.
Step 1: Approval from the Board of Directors
The first step in dissolving a Delaware corporation is to obtain approval from the board of directors. The board must pass a resolution recommending the dissolution of the corporation. This resolution should include the reason for the dissolution and the date on which it will be effective.
- The resolution must be passed by a majority vote of the board of directors.
- The resolution should be documented in the minutes of the board meeting.
- Delaware corporation dissolution, board approval
Step 2: File Certificate of Dissolution
After obtaining approval from the board of directors, the next step is to file a Certificate of Dissolution with the Delaware Division of Corporations. The certificate should include the following information:
- The name of the corporation
- The date of incorporation
- The reason for dissolution
- The effective date of dissolution
- The signature of an authorized officer of the corporation
- Certificate of Dissolution, Delaware Division of Corporations
Step 3: Notify Creditors and Shareholders
Once the Certificate of Dissolution has been filed, the corporation must notify all known creditors and shareholders of the corporation’s dissolution. This notification must be made in writing and should include the following information:
- The effective date of the dissolution
- Instructions for making claims against the corporation
- The name and address of the person to whom claims should be submitted
- Notification to creditors and shareholders, written notice
Additional Considerations
There may be additional steps that a Delaware corporation needs to take to dissolve completely, depending on its specific circumstances. Here are some additional considerations to keep in mind:
- If the corporation has employees, it must notify them of the dissolution and provide them with final pay and benefits.
- If the corporation has outstanding debts or obligations, it must settle these before dissolving.
- The corporation must file its final tax return and pay any outstanding taxes owed.
Can I dissolve a Delaware corporation online?
If you’re a business owner, you know that sometimes things don’t go as planned. Maybe your business isn’t doing as well as you thought it would, or maybe you’ve decided to move on to a new venture. Whatever the reason, if you have a corporation in Delaware, you may be wondering how to dissolve it. The good news is that it is possible to dissolve a Delaware corporation online. In this article, we’ll go over the steps you need to take to do so.
Step 1: Hold a Board of Directors Meeting
Before you can dissolve your Delaware corporation, you need to hold a meeting of the board of directors. At this meeting, you’ll need to vote to dissolve the corporation. Make sure that all of the directors are present and that you keep accurate minutes of the meeting.
- Make sure all directors are present
- Vote to dissolve the corporation
- Keep accurate minutes of the meeting
Step 2: File a Certificate of Dissolution
Once you’ve voted to dissolve the corporation, you’ll need to file a Certificate of Dissolution with the Delaware Division of Corporations. You can file this certificate online, by mail, or in person. The filing fee is $200. Make sure to include the following information:
- The name of the corporation
- The date of the board of directors meeting where the dissolution was approved
- The date the corporation will be dissolved
- The name and address of the person who will serve as the agent for service of process after the dissolution
- A statement that the corporation has paid all of its debts and obligations or that it has made adequate provision for their payment
- A statement that the corporation has distributed its assets in accordance with the Delaware General Corporation Law
Step 3: Notify Creditors and Shareholders
Once you’ve filed the Certificate of Dissolution, you’ll need to notify your creditors and shareholders that the corporation has been dissolved. You can do this by sending a written notice by certified mail to each of them. The notice should include:
-
- The name of the corporation
- The date of the board of directors meeting where the dissolution was approved
- The date the corporation will be dissolved
- The name and address of the person who will serve as the agent for service of process after the dissolution.
- Instructions for how to file a claim against the corporation if the person is a creditor
Step 4: Obtain a tax clearance certificate from the Delaware Division of Revenue to confirm that all taxes have been paid. This certificate must be filed with the Certificate of Dissolution.
Step 5: File a Notice of Intent to Dissolve with the Delaware Department of State. This document must be published in a newspaper of general circulation in the county where your corporation is located.
Step 6: Publish the Notice of Intent to Dissolve in the chosen newspaper. You must provide proof of publication to the Delaware Department of State.
How Much Does it Cost to Dissolve a Business in Delaware?
Before you start the process of dissolving your corporation in Delaware, you need to know the costs involved. Here are the fees you’ll need to pay :
- File Certificate of Dissolution: $200
- File Final Franchise Tax Report: Varies depending on the size and type of your business
- File Tax Clearance Certificate: $50
- File Notice of Intent to Dissolve: $50
- Publication of Notice of Intent to Dissolve: Varies depending on the newspaper you choose
Keep in mind that these fees are subject to change, so make sure to check the latest information on the Delaware Division of Corporations website.
Voluntary vs. Involuntary Dissolution
It’s important to note that there are two types of dissolution in Delaware: voluntary and involuntary. Voluntary dissolution occurs when the corporation makes the decision to dissolve, while involuntary dissolution can occur if the corporation fails to maintain good standing with the state, fails to pay taxes, or violates state laws.
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