How Do I Withdraw Your LLC from Delaware?
File a Certificate of Cancellation with the Delaware Division of Corporations and pay the $220 withdrawal fee under 6 Del. C. § 18-1003. File online at https://icis.corp.delaware.gov/eCorp/ or mail to 401 Federal Street, Suite 4, Dover, DE 19901. Processing takes 5-7 business days. Your LLC's legal existence in Delaware ends upon the Division's acceptance.
Filing Requirements
Submit a completed Certificate of Cancellation form to the Delaware Division of Corporations. Include the $220 filing fee. You can file electronically (fastest option) or by mail. The form requires your LLC's name, Delaware file number, and the effective date of withdrawal.
Contact the Division at (302) 739-3073 or visit https://corp.delaware.gov/ to obtain the current form and confirm filing procedures.
Before You File
Settle all outstanding Delaware franchise taxes and annual report fees. Your LLC remains liable for these obligations until officially withdrawn. Ensure members have approved the withdrawal per your operating agreement—most require unanimous or majority consent.
Resolve any pending litigation, close business bank accounts, and cancel state licenses. File final tax returns with the IRS and Delaware Department of Revenue.
After Withdrawal
Your LLC ceases to exist as a Delaware entity upon the Division's acceptance of your cancellation. You cannot conduct business under that name afterward.
If your LLC operated in other states as a foreign LLC, you must separately file withdrawal documents with those jurisdictions. Delaware withdrawal does not automatically terminate registrations elsewhere.
Retain your cancellation confirmation and corporate records for at least 3-6 years for tax and legal purposes.
Contact Information
Delaware Division of Corporations
- Phone: (302) 739-3073
- Website: https://corp.delaware.gov/
- Online Filing: https://icis.corp.delaware.gov/eCorp/
- Mail: John G. Townsend Building, 401 Federal Street, Suite 4, Dover, DE 19901
This is general information, not legal advice.