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Free Delaware Corporation Dissolution PDF Template

The Delaware Corporation Dissolution form is a legal document used to officially dissolve a corporation registered in Delaware. This form ensures that the dissolution process complies with state laws and confirms that all necessary steps, including tax obligations, have been fulfilled. Understanding this form is crucial for any corporation looking to cease operations and protect its interests during the dissolution process.

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Outline

When a corporation in Delaware decides to dissolve, it must complete the Delaware Corporation Dissolution form, specifically the Certificate of Short Form Dissolution. This form is essential for officially terminating a corporation's existence and is governed by specific sections of the General Corporation Law of the State of Delaware. Filing this certificate requires careful attention to detail, as it must include the corporation's exact name, the date of its original formation, and the date when the dissolution was authorized by the Board of Directors and stockholders. Additionally, the form mandates that the names, titles, and addresses of all directors and officers be listed accurately. Before submission, it is crucial that all outstanding taxes and Annual Franchise Tax Reports are settled, ensuring compliance with state regulations. The filing fee is a nominal $10, with options for expedited processing and certified copies available for an additional cost. To facilitate a smooth filing process, including a cover letter with contact information is recommended. Proper execution of the form is vital; signatures must be legible, and the name of the signing officer should be printed beneath their signature. This process not only formalizes the dissolution but also helps protect the interests of all parties involved.

Preview - Delaware Corporation Dissolution Form

Delaware Division of Corporations

401 Federal Street – Suite 4

Dover, DE 19901

Ph: 302-739-3073

Certificate of Dissolution

Short Form

for Stock Corporation

Dear Sir or Madam:

Attached please find a form for a Certificate of Short Form Dissolution for a stock

corporation to be filed in accordance with Section 275 and 391 (a) (5) (b) of the General

Corporation Law of the State of Delaware. The fee to file the Certificate is $50.00. You will

receive a stamped “Filed” copy of the submitted document. A certified copy may be

requested for an additional $50. Expedited services are available. Please contact our office

concerning these fees or you may consult our fee chart at corp.delaware.gov.

Before the Certificate can be filed, all taxes due to the State through the effective date

of the dissolution must be paid and all applicable Annual Franchise Tax Reports must be

filed. Please contact the Franchise Tax Section prior to submitting the document for filing to

determine the Franchise Taxes and Annual Reports due. Checks should be made payable to

“Delaware Secretary of State”.

For the convenience of processing your order in a timely manner, please include a

cover letter with your name, address and telephone/fax number to enable us to contact you if

necessary. Please make sure you thoroughly complete all information requested on this form.

It is important that the execution be legible, we request that you print or type the name of the

person signing under the signature line.

Thank you for choosing Delaware as your corporate home. Should you require

further assistance in this or any other matter, please don’t hesitate to call us at (302) 739-

3073.

Sincerely,

Department of State

Division of Corporations

rev. 8/2026

Special Instructions – Short Form Certificate of Dissolution

This form is to be used as a Template only. The following instructions

will help you in correctly completing your Dissolution Certificate. The

instructions are numbered to correspond with the article being

referenced.

1. The current name of the corporation exactly as it appears in our

records. Please visit our website to verify the name.

2. List the date the corporation filed their Certificate of

Incorporation with the Delaware Division of Corporations.

3. List the date the Dissolution was authorized by the Board of

Directors and Stockholders of the Corporation.

4. Set forth the names, titles and addresses of all directors and

officers of the corporation. Please list complete addresses which

include street, number, city and zip code.

5. Statement required by Section 391; no action required.

6. Statement required by Section 391; no action required.

7. Statement required by Section 391; no action required.

8. Set forth the address of the dissolving corporation to which the

Delaware Secretary of State may forward service of process.

Execution Block - The document must be signed by an authorized

officer of the corporation pursuant to Section 103 of Title 8. The

name of the person must be typed or written legibly underneath

the signature.

This form contains the basic information required by statute; if you

need to add additional information permitted by statute you may draft a

new document. Please feel free to call our office at 302-739-3073 for

assistance in completing this form or visit our website at

corp.delaware.gov.

Sincerely,

Delaware Division of Corporations

STATE OF DELAWARE

SHORT FORM CERTIFICATE

OF DISSOLUTION

(SECTIONS 275 AND 391 (a) (5) (b))

The corporation organized and existing under the General Corporation Law of the State of

Delaware, hereby certifies as follows:

1. The dissolution of ____________________________________________________

_________________________________________________________________________

has been duly authorized by the Board of Directors and Stockholders in accordance with

subsections (a) and (b) of Section 275 or by unanimous consent of Stockholders in

accordance with subsection (c) of Section 275 of the General Corporation Law of the

State of Delaware.

2. The date of filing of the corporation’s original Certificate of Incorporation in

Delaware was ___________________________________________________________.

3. The date the dissolution was authorized is ________________________________.

4. The names and addresses of the directors and officers of the corporation are as

follows:

NAME TITLE ADDRESS

_________________________________________________________________________

5. The corporation has no assets and has ceased transacting business.

6. The corporation, for each year since its incorporation in this State, has been

required to pay only the minimum franchise tax then prescribed by Section 503 of the

General Corporation Law of the State of Delaware

7. The corporation has paid all franchise taxes and fees due to or assessable by this

State through the end of the year in which the certificate of dissolution is filed.

8. The dissolving corporation agrees that it may be served with process in the State

of Delaware in any proceeding for enforcement of any obligation of the dissolved

corporation, and irrevocably appoints, with the appointment effective on and after the

effectiveness of the filing of the certificate of dissolution, the Secretary of State of

Delaware as its agent to accept service of process in any such suit or other proceeding.

The Secretary of State shall mail any such process to the dissolving corporation at

_______________________________________________________________________.

By:____________________________________

Authorized Officer

Name:____________________________________

Print or Type

↓ Delaware Corporation Dissolution PDF

Form Details

Fact Name	Description
Governing Laws	The Certificate of Dissolution is governed by Sections 275 and 391(a)(5)(b) of the General Corporation Law of the State of Delaware.
Filing Fee	The fee to file the Certificate of Dissolution is $10.00.
Certified Copy Fee	A certified copy of the filed document may be requested for an additional fee of $50.00.
Expedited Services	Expedited services are available for an additional fee; contact the office for details.
Tax Requirements	All taxes due to the State must be paid before filing the Certificate of Dissolution.
Annual Reports	Applicable Annual Franchise Tax Reports must be filed prior to submitting the dissolution document.
Execution Block	The document must be signed by an authorized officer of the corporation, with the name legibly printed below the signature.
Information Accuracy	It is essential to thoroughly complete all requested information on the form to avoid processing delays.
Contact Information	For assistance, individuals may call the Delaware Division of Corporations at (302) 739-3073.
Document Template	This form serves as a template and should be completed according to the provided instructions.

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Free Delaware Corporation Dissolution PDF Template

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