Cancel a Delaware LLC cleanly
Delaware keeps billing the annual tax until the Division of Corporations records your cancellation. Going quiet, closing the bank account, or dropping the registered agent does not end the entity: it just makes the eventual clean-up more expensive.
LLC exit steps
- Approve the dissolution as your operating agreement requires, often a vote or written consent of the members.
- Wind up. Collect receivables, pay or provide for known debts, cancel contracts and licenses, and distribute what remains to members.
- Pay every annual tax owed. The Division will not accept a cancellation while taxes are outstanding. That includes the prior year's tax (due June 1) and the tax for the year you cancel: there is no proration. Tax years through 2025 are $300; 2026 onward is $400 under HB 400.
- File the Certificate of Cancellation: $220 (plus $50 for each registered series named). Your registered agent can usually file it and pay the taxes in one step.
- Confirm the status on the Division's entity search shows “cancelled,” and keep the filed certificate.
- Close federal and state tax accounts: file the final federal return (Form 1065 marked final for a multi-member LLC; the owner's return for a single-member LLC), and withdraw any foreign registrations in other states.
Worked close-out: cancelling in September 2026
An LLC that paid its 2025 tax on June 1, 2026 and cancels in September 2026 pays the 2026 tax of $400 plus the $220 filing fee — $620 in state costs. Had it cancelled in December 2025 instead, the bill would have been the 2025 tax at $300 plus the filing fee. Timing a cancellation before the calendar year turns avoids a full extra year of tax.
Cancelling only the registered agent to save its fee doesn't close the LLC. Without the state filing, it keeps accruing $400 a year plus a $200 late penalty and 1.5% monthly interest, loses good standing, and eventually needs revival before it can be cancelled properly.
Corporations differ
A Delaware corporation dissolves rather than cancels. It needs board approval and stockholder approval (or the incorporator or board alone if no stock was issued), then files a Certificate of Dissolution — $224 under the August 2026 fee schedule. Before filing, it must file every annual report and pay all franchise tax through the dissolution date, including a final report for the year of dissolution. Plan dissolutions late in a year carefully: dissolving before December 31 can avoid another full year of franchise tax and the March 1 report that goes with it. Remember to file APV rather than accept the Authorized Shares estimate on the final report. See the APV guide.
Don't forget the other states
If the LLC registered to do business in California or elsewhere, cancel those registrations too, or each state keeps assessing its own minimum tax. California in particular continues to bill the $800 annual tax until a final return is filed and the registration is cancelled See stopping the $800.