Corporations – Corporate Dissolution – Delaware

Statutory Reference:
Delaware Code, Title 8, General Corporation Law of the State of Delaware, §§101-398

General Discussion:
A decision to dissolve a Delaware corporation can be made by a Resolution of the Board of Directors which must then be approved by a majority of the stockholders entitled to vote or by the unanimous written consent of all of the stockholders entitled to vote. Once the decision is made, a Certificate of Dissolution is filed with the Secretary of State.

Delaware law provides a way for the corporation to expedite the winding up of its business by the mailing and publication of a notice to claimants. A corporation has three years after dissolution to conclude its business affairs, but that time can be extended by court order. Also, the notice procedure can effectively shorten this time by allowing a claim to be barred if certain statutory procedures are followed.

Fees:
The state tax and filing fee to dissolve a corporation is $110.00. Expedited service is available for the following ADDITIONAL fees: 24 Hour – $100.00; Same Day – $200.00; 2 Hour – $500.00.

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