Delaware Articles of Dissolution

Introduction

Key Things to Know

1. 1

   A Delaware Certificate of Dissolution is the instrument a domestic for-profit stock corporation files with the Division of Corporations under Section 275 of Title 8 of the Delaware Code to dissolve itself. Delaware does not use the phrase articles of dissolution. A Delaware LLC files a Certificate of Cancellation instead, and a nonstock corporation dissolves under Section 276.

2. 2

   The tax prerequisite is a pay-up and file-up condition, not a certificate. Section 277 has two prongs: all franchise taxes due or assessable, including tax for the entire calendar month in which the dissolution becomes effective, must be paid, and all annual franchise tax reports must be filed. Section 391(i) backs it up by barring the Secretary of State from accepting any instrument for a domestic corporation not in good standing for nonpayment.

3. 3

   The Division of Revenue plays no gatekeeping role, but it does want to be told. Its own guidance says that if the corporation conducted any business in Delaware you notify it of the dissolution by checking the Out of Business box and giving the last day of business operations on the final withholding and business license gross receipt coupon as well as on the final corporate income tax return. That is a notification you make, not a document you wait for.

4. 4

   The Section 275 Certificate of Dissolution costs $224.00, plus $9.00 for each page beyond the first and an optional $50.00 for a certified copy. Expedited handling is extra: $1,000.00 for one hour, $500.00 for two hours, $200.00 same day, $100.00 within 24 hours. Figures of $204.00 and $10 appear on a retired form and are no longer the price.

5. 5

   Two forms exist, both revised 8/2026. The long form is captioned Certificate of Dissolution (Section 275). The short form is captioned Short Form Certificate of Dissolution (Sections 275 and 391(a)(5)(b)) and costs $50.00. There is no gross-asset dollar cutoff for the short form: the corporation must have no assets and have ceased transacting business, must have been required to pay only the minimum franchise tax in every year since incorporation, and must have paid all franchise taxes and fees through the end of the filing year.

6. 6

   Authorization runs one of two ways. Under Section 275(a) and (b) a majority of the whole board adopts a resolution at a meeting called for that purpose, notice goes to every stockholder entitled to vote, and a majority of the outstanding stock entitled to vote then votes in favor. Under Section 275(c) the directors take no action at all and every stockholder entitled to vote consents in writing. Both routes use the same form.

7. 7

   Notice to claimants is elective. Section 280(a)(1) says the dissolved corporation may give notice, and nothing compels it. What is compulsory is satisfying one of two claims regimes before paying stockholders, and Section 278 keeps the corporation in existence as a body corporate for three years from dissolution, or longer if the Court of Chancery so directs, for suing, being sued and winding up.

Delaware Requirements for Articles of Dissolution

• Franchise Tax Paid Through the Effective Month

  Section 277(1) of Title 8 bars dissolution until all franchise taxes due to or assessable by the State have been paid, reaching tax for the entire calendar month during which the dissolution becomes effective. The month you choose is therefore a month you pay for. Call the Franchise Tax Section at 302-739-3073 or email dosdoc_ftax@delaware.gov for the figure before submitting.

• No Clearance Certificate Exists to Obtain or Attach

  Delaware issues no tax clearance certificate and no agency consent for a dissolution, so nothing is attached to the certificate. The condition is enforced by the filing office instead: Section 391(i) bars the Secretary of State from accepting any instrument for a domestic corporation that is not in good standing for nonpayment of a fee or tax. A scoped scan of the dissolution subchapter, the fee section and both forms for tax clearance, certificate of clearance and Division of Revenue returned 0 hits.

• Final Annual Franchise Tax Report for the Year of Dissolution

  Section 277(2) requires that all annual franchise tax reports have been filed, including a final annual franchise tax report for the year in which the dissolution becomes effective. A corporation dissolving mid-year still owes a report for that year even though the ordinary March 1 deadline has passed. The short form does not avoid this: its paragraph 7 certifies that all franchise taxes and fees are paid through the end of the filing year.

• Certificate of Dissolution, Not Articles of Dissolution

  The filing is a Certificate of Dissolution. The phrase articles of dissolution returned 0 hits across the dissolution subchapter of Title 8, the fee section and both published forms. The long form is captioned Certificate of Dissolution (Section 275); the short form is captioned Short Form Certificate of Dissolution (Sections 275 and 391(a)(5)(b)). Both were revised 8/2026 and are filed with the Division of Corporations.

• Fee of $224.00, or $50.00 on the Short Form

  The Division of Corporations fee schedule revised August 1, 2026 prices the Section 275 Certificate of Dissolution at $224.00 and the short form at $50.00, and both 8/2026 forms restate those figures. Add $9.00 per page after the first for county recording and $50.00 for a certified copy. Expedited handling runs $1,000.00 for one hour, $500.00 for two hours, $200.00 same day and $100.00 within 24 hours. The $204.00 and $10 figures still circulating were superseded on August 1, 2026.

• Board Majority Plus Majority of Outstanding Stock, or Unanimous Written Consent

  Section 275(a) and (b) require a resolution adopted by a majority of the whole board at a meeting called for that purpose, notice to each stockholder entitled to vote, and an affirmative vote of a majority of the outstanding stock entitled to vote. Section 275(c) is the alternative: dissolution without any action of the directors where all stockholders entitled to vote consent in writing. Section 275(d)(3) makes the certificate recite which route was used.

• Elective Creditor Notice and the Choice Between Two Claims Regimes

  Section 280(a)(1) says the dissolved corporation may give notice to claimants, so notice is elective. Electing it triggers mandatory machinery: newspaper publication once a week for two consecutive weeks, certified or registered mail to each known claimant, a claim deadline no earlier than 60 days out, rejection notices within 90 days of receipt, a 120 day suit window after rejection, and Court of Chancery petitions to fix security. Declining it puts the corporation under Section 281(b), which requires a plan of distribution adopted before the Section 278 three year period expires covering contingent, conditional and unmatured claims and claims likely to arise within 10 years.

• Out of Business Notification to the Division of Revenue

  Separate from the filing, the Division of Revenue instructs that if the corporation conducted any business in Delaware you notify it of the dissolution by checking the Out of Business box and indicating the last day of business operations on the final withholding and business license gross receipt coupon and on the final corporate income tax return. It is a notification you make on your own returns, not a clearance you wait to receive, and the Division of Revenue routes the dissolution filing itself back to the Division of Corporations.