CORPORATE DISSOLUTION
DELAWARE
Electronic Version
STEPS AND GUIDELINES TO DISSOLVE A
DELAWARE CORPORATION
SPECIAL NOTES: READ BEFORE PROCEEDING
General filing instructions from the Delaware Corporations
Division:
The Division of Corporations' modern imaging technology
requires the following guidelines are met in order to properly
and efficiently process your document:
Documents must be submitted on 8.5" x 11" paper.
Documents should have margins of 1" on sides, 2" at top,
and 1.5" at bottom.
Documents should be typed using BLACK ink. Use black
ink for signatures and any handwritten material.
All documents must be clear enough so that they will be
readable when imaged. Legible fax/telecopies, etc. are
acceptable.
PAYMENT:
1. BY CHECK: The Division of Corporations accepts checks
made payable to "Delaware Secretary of State". The check
must be drawn on an U.S. bank in U.S. funds.
2. BY CREDIT CARD: The Division of Corporations
currently accepts VISA, MasterCard, or DISCOVER Card.
Please have your account number and expiration date
available.
3. When determining the amount owed, please check the
following:
All county filing fees are included.
Any fees for expedited services (if used) are
included.
Step 1: The State of Delaware requires that all franchise taxes due or assessable through
the calendar month in which the corporate dissolution is effective be paid. The
dissolution is not effective until these taxes have been paid. It is suggested that
you provide evidence of satisfaction of all franchise taxes and file that evidence
with your certificate of dissolution.
Step 2: DECISION TO DISSOLVE
The voluntary dissolution of a corporation may be initiated by the Board of
Directors or by all of the stockholders entitled to vote .
A. If the decision to dissolve the corporation is made by the Board, then:
1. A majority of the Board must adopt a resolution that the corporation
should be dissolved at any meeting called for that purpose.
2. A notice shall be mailed to each stockholder entitled to vote on the issue
of dissolution advising the stockholders of the Board's action and setting a
time and place of a meeting to take action on the Board's resolution.
3. At the meeting a vote must be taken on the Board's resolution.
4. If a majority of the stockholders entitled to vote approve the Board's
action, then a Certificate of Dissolution shall be filed with the Secretary of
State.
SEE FORM A - RESOLUTION OF DIRECTORS
SEE FORM B - NOTICE OF SPECIAL MEETING
B. If the decision to dissolve the corporation is made by all of the stockholders
entitled to vote , then:
1. All of the stockholders entitled to vote must consent in writing to the
dissolution of the corporation.
2. If all of the stockholders entitled to vote sign the written consent, then a
Certificate of Dissolution shall be filed with the Secretary of State.
3. The written consent should be filed with the Certificate of Dissolution.
SEE FORM C - WRITTEN CONSENT OF STOCKHOLDERS
Step 3: SEE FORM 1 - CERTIFICATE OF DISSOLUTION
Provide the name of the corporation in the first two spaces provided.
Provide the address of the corporation.
Provide the names and addresses of the directors of the corporation.
Provide the names and addresses of the officers of the corporation.
Provide the signature and the printed name and title of the individual
authorized to execute the Certificate on behalf of the corporation.
File the original and one copy of the Certificate of Dissolution.
The filing fee and State tax is noted on the form. We suggest you call the
Division of Corporations to verify the amount before mailing in your check
and form: 302-739-3073 option 0
Step 3: Mail the original and one copy of the Certificate of Dissolution along with the
total fees that you have calculated are due (make check payable to the Delaware
Secretary of State) to:
State of Delaware
Division of Corporations
401 Federal Street, Suite 4
Dover, Delaware 19901.
A cover letter to send with the articles is below. Make sure you include an
original and one copy in order to have a copy returned to you.
SEE FORM 2 - TRANSMITTAL LETTER
Step 4: OPTIONAL
SEE FORM 3 - NOTICE OF INTENT TO VOLUNTARILY DISSOLVE A
CORPORATION AND A REQUEST FOR CLAIMS
§ 280 of the General Corporation Law of the State of Delaware provides that a
corporation MAY give notice of its dissolution and thereby bar claims made later
than a specified date.
If you decide to publish the Notice, § 280, in part, provides the following specific
requirements regarding how the notice is provided to know claimants and the
publication requirements: 'Such notice shall also be published at least once a week
for 2 consecutive weeks in a newspaper of general circulation in the county in
which the office of the corporation's last registered agent in this State is located
and in the corporation's principal place of business and, in the case of a
corporation having $10,000,000 or more in total assets at the time of its
dissolution, at least once in all editions of a daily newspaper with a national
circulation. On or before the date of the first publication of such notice, the
corporation or successor entity shall mail a copy of such notice by certified or
registered mail, return receipt requested, to each known claimant of the
corporation including persons with claims asserted against the corporation in a
pending action, suit or proceeding to which the corporation is a party."
The complete § 280 is provided at the end of this form package for you to use in
determining if you want to take this voluntary action.
NOTE: SUPPLEMENTAL STATUTORY REFERENCES INCLUDE AT THE END OF
THIS DOCUMENT
Disclaimer: If you are not an attorney, you are advised to seek the advice of an
attorney for all serious legal matters. The information and forms contained
herein are not legal advice and are not to be construed as such. Although the
information contained herein is believed to be correct, no warranty of fitness
or any other warranty shall apply. All use is subject to the U.S. Legal Forms,
Inc. Disclaimer and License located at http://www.uslegalforms.com/disclaimer.htm
FORM A
RESOLUTION OF DIRECTORS
RESOLUTION OF THE DIRECTORS
OF
_________________________________
Pursuant to Notice or Waiver of Notice, at a regular or special meeting of the Directors of
_________________________________________________________, a Delaware corporation,
upon motion duly made and seconded, the following resolution was adopted by a majority of the
Directors present in person entitled to vote thereon:
RESOLVED by the Directors of the Corporation as follows:
______________________________________________________________________________
______________________________________________________________________________
Dated this the ______ day of _____________________________, 20___.
_____________________________________
Director
_____________________________________
Director
_____________________________________
Director
Attest:
_____________________________________
Secretary
SEE FORM B
NOTICE OF SPECIAL MEETING
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
OF
_______________________________________
Pursuant to the By-Laws of the Corporation, a special meeting of the Shareholders of
__________________________________________________________, a Delaware corporation
is called for the ______ day of ____________, 20__, at ______ ___.m., to be held at the
following address:
___________________________________________
___________________________________________
___________________________________________
The Purpose of the meeting is to seek stockholder approval of the Resolution to Dissolve
Corporation heretofore adopted by the Board of Directors.
This Notice given on this the _________ day of ___________, 20___, by the Secretary of the
Corporation at the direction of the Board of Directors, by mailing a true and correct copy of this
Notice to the address of each shareholder on the records of the Corporation at least 10 days prior
to such special meeting.
__________________________
Secretary
FORM C
WRITTEN CONSENT OF THE
STOCKHOLDERS
WRITTEN CONSENT OF THE STOCKHOLDERS
OF
_________________________________
The undersigned, being all the shareholders of _______________________________________,
a Delaware corporation, hereby consent to the dissolution of the corporation.
Dated this the ______ day of ______________________________, 20___.
____________________________________
Shareholder
____________________________________
Shareholder
____________________________________
Shareholder
FORM 1
CERTIFICATE OF DISSOLUTION
NOTE: You must file Form 1 with Form 1A, the Document Filing
Sheet. Download links follow.
FORM 1
CERTIFICATE OF DISSOLUTION
Download the form by clicking the link below, or copying the link into the address window of your web browser.
http://www.uslegalforms.com/dissolution/DE/DE-Diss.pdf
The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely
circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from
http://www.adobe.com/products/acrobat/readstep2.html . The download is quick and easy.
Fill out this form, and mail it in as directed.
FOLLOW THE INSTRUCTIONS ON THE FORM.
FORM 1A
DOCUMENT FILING SHEET
(You must include this form when filing your Certificate of Dissolution.)
Download the form by clicking the link below, or copying the link into the address window of your web browser.
http://www.uslegalforms.com/dissolution/DE/DE-document-filing-sheet.pdf
The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely
circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from
http://www.adobe.com/products/acrobat/readstep2.html . The download is quick and easy.
Fill out this form, and mail it in as directed.
FOLLOW THE INSTRUCTIONS ON THE FORM.
FORM 2
SAMPLE TRANSMITTAL LETTER
Return Name and Address
____________________________________
____________________________________
____________________________________
____________________________________
Date
State of Delaware
Division of Corporations
401 Federal Street, Suite 4
Dover, Delaware 19901
Re: Certificate of Dissolution
Dear Sir:
Enclosed please find an original and one copy of Certificate of Dissolution along with the total
fees due of $______________.
Please file and provide a filed copy to me.
Please contact me at the above address if you require anything further.
With kindest regards, I am
Sincerely yours,
__________________________
Signature
Enclosures
Check # __________ Enclosed for $___________
FORM 3
NOTICE OF INTENT TO VOLUNTARILY
DISSOLVE A CORPORATION AND A
REQUEST FOR CLAIMS
NOTICE OF INTENT TO VOLUNTARILY DISSOLVE A
CORPORATION AND A REQUEST FOR CLAIMS
Notice is given that a Certificate of Dissolution to dissolve
______________________________________________________________________________
(name of corporation), a Delaware corporation with its office at __________________________
______________________________________________________________________________
(address of registered office), has been delivered to the Secretary of State for filing in accordance
with the General Corporation Law of the State of Delaware.
The corporation requests that all Claimants against the corporation provide written proof of their
claims to the corporation at the following address:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
All claims must be presented in writing and must contain sufficient information reasonably to
inform the corporation of the identity of the claimant and the substance of the claim.
All claims must be received _________________________________________ (this date can be
no earlier than 60 days from the date of this notice). All claims will be barred if not received by
this date.
The corporation may make distributions to other claimants and the corporation's stockholders or
persons interested as having been such without further notice.
The aggregate amount, on an annual basis, of all distributions made by the corporation to its
stockholders for each of the 3 years prior to the date the corporation dissolved is:
__________ (year): ___________ (amount);
__________ (year): ___________ (amount); and
__________ (year): ___________ (amount).
DATE OF NOTICE: ______________________________
SUPPLEMENTAL STATUTORY REFERENCES
ALL STATUTORY REFERENCES ARE TO THE DELAWARE CODE, TITLE 8
(GENERAL CORPORATION LAW OF THE STATE OF DELAWARE §§101-398).
§ 275. Dissolution generally; procedure.
(a) If it should be deemed advisable in the judgment of the board of directors of any
corporation that it should be dissolved, the board, after the adoption of a resolution to that
effect by a majority of the whole board at any meeting called for that purpose, shall cause
notice to be mailed to each stockholder entitled to vote thereon of the adoption of the
resolution and of a meeting of stockholders to take action upon the resolution.
(b) At the meeting a vote shall be taken upon the proposed dissolution. If a majority of the
outstanding stock of the corporation entitled to vote thereon shall vote for the proposed
dissolution, a certification of dissolution shall be filed with the Secretary of State pursuant to
subsection (d) of this section.
(c) Dissolution of a corporation may also be authorized without action of the directors if all the
stockholders entitled to vote thereon shall consent in writing and a certificate of dissolution shall
be filed with the Secretary of State pursuant to subsection (d) of this section.
(d) If dissolution is authorized in accordance with this section, a certificate of dissolution shall
be executed, acknowledged and filed, and shall become effective, in accordance with § 103 of
this title. Such certificate of dissolution shall set forth:
(1) The name of the corporation;
(2) The date dissolution was authorized;
(3) That the dissolution has been authorized by the board of directors and stockholders of the
corporation, in accordance with subsections (a) and (b) of this section, or that the dissolution
has been authorized by all of the stockholders of the corporation entitled to vote on a
dissolution, in accordance with subsection (c) of this section; and
(4) The names and addresses of the directors and officers of the corporation.
(e) The resolution authorizing a proposed dissolution may provide that notwithstanding
authorization or consent to the proposed dissolution by the stockholders, or the members of a
nonstock corporation pursuant to § 276 of this title, the board of directors or governing body
may abandon such proposed dissolution without further action by the stockholders or
members.
(f) Upon a certificate of dissolution becoming effective in accordance with § 103 of this title,
the corporation shall be dissolved.
§ 278. Continuation of corporation after dissolution for purposes of suit and winding
up affairs.
All corporations, whether they expire by their own limitation or are otherwise dissolved, shall
nevertheless be continued, for the term of 3 years from such expiration or dissolution or for
such longer period as the Court of Chancery shall in its discretion direct, bodies corporate for
the purpose of prosecuting and defending suits, whether civil, criminal or administrative, by or
against them, and of enabling them gradually to settle and close their business, to dispose of
and convey their property, to discharge their liabilities and to distribute to their stockholders
any remaining assets, but not for the purpose of continuing the business for which the
corporation was organized. With respect to any action, suit or proceeding begun by or against
the corporation either prior to or within 3 years after the date of its expiration or dissolution,
the action shall not abate by reason of the dissolution of the corporation; the corporation shall,
solely for the purpose of such action, suit or proceeding, be continued as a body corporate
beyond the 3-year period and until any judgments, orders or decrees therein shall be fully
executed, without the necessity for any special direction to that effect by the Court of
Chancery.
§ 280. Notice to claimants; filing of claims.
(a) (1) After a corporation has been dissolved in accordance with the procedures set forth in
this chapter, the corporation or any successor entity may give notice of the dissolution,
requiring all persons having a claim against the corporation other than a claim against the
corporation in a pending action, suit or proceeding to which the corporation is a party to
present their claims against the corporation in accordance with such notice. Such notice shall
state:
a. That all such claims must be presented in writing and must contain sufficient information
reasonably to inform the corporation or successor entity of the identity of the claimant and the
substance of the claim;
b. The mailing address to which such a claim must be sent;
c. The date by which such a claim must be received by the corporation or successor entity,
which date shall be no earlier than 60 days from the date thereof; and
d. That such claim will be barred if not received by the date referred to in subparagraph c. of
this subsection; and
e. That the corporation or a successor entity may make distributions to other claimants and the
corporation's stockholders or persons interested as having been such without further notice to
the claimant; and
f. The aggregate amount, on an annual basis, of all distributions made by the corporation to its
stockholders for each of the 3 years prior to the date the corporation dissolved.
Such notice shall also be published at least once a week for 2 consecutive weeks in a
newspaper of general circulation in the county in which the office of the corporation's last
registered agent in this State is located and in the corporation's principal place of business and,
in the case of a corporation having $10,000,000 or more in total assets at the time of its
dissolution, at least once in all editions of a daily newspaper with a national circulation. On or
before the date of the first publication of such notice, the corporation or successor entity shall
mail a copy of such notice by certified or registered mail, return receipt requested, to each
known claimant of the corporation including persons with claims asserted against the
corporation in a pending action, suit or proceeding to which the corporation is a party.
(2) Any claim against the corporation required to be presented pursuant to this subsection is
barred if a claimant who was given actual notice under this subsection does not present the
claim to the dissolved corporation or successor entity by the date referred to in subparagraph
(1)c. of this subsection.
(3) A corporation or successor entity may reject, in whole or in part, any claim made by a
claimant pursuant to this subsection by mailing notice of such rejection by certified or registered
mail, return receipt requested, to the claimant within 90 days after receipt of such claim and, in
all events, at least 150 days before the expiration of the period described in § 278 of this title;
provided however, that in the case of a claim filed pursuant to § 295 of this title against a
corporation or successor entity for which a receiver or trustee has been appointed by the
Court of Chancery the time period shall be as provided in § 296 of this title, and the 30-day
appeal period provided for in § 296 of this title shall be applicable. A notice sent by a
corporation or successor entity pursuant to this subsection shall state that any claim rejected
therein will be barred if an action, suit or proceeding with respect to the claim is not
commenced within 120 days of the date thereof, and shall be accompanied by a copy of §§
278-283 of this title and, in the case of a notice sent by a court-appointed receiver or trustee
and as to which a claim has been filed pursuant to § 295 of this title, copies of §§ 295 and 296
of this title.
(4) A claim against a corporation is barred if a claimant whose claim is rejected pursuant to
paragraph (3) of this subsection does not commence an action, suit or proceeding with respect
to the claim no later than 120 days after the mailing of the rejection notice.
(b) (1) A corporation or successor entity electing to follow the procedures described in
subsection (a) of this section shall also give notice of the dissolution of the corporation to
persons with contractual claims contingent upon the occurrence or nonoccurrence of future
events or otherwise conditional or unmatured, and request that such persons present such
claims in accordance with the terms of such notice. Provided however, that as used in this
section and in § 281 of this title, the term "contractual claims" shall not include any implied
warranty as to any product manufactured, sold, distributed or handled by the dissolved
corporation. Such notice shall be in substantially the form, and sent and published in the same
manner, as described in subsection (a)(1) of this section.
(2) The corporation or successor entity shall offer any claimant on a contract whose claim is
contingent, conditional or unmatured such security as the corporation or successor entity
determines is sufficient to provide compensation to the claimant if the claim matures. The
corporation or successor entity shall mail such offer to the claimant by certified or registered
mail, return receipt requested, within 90 days of receipt of such claim and, in all events, at least
150 days before the expiration of the period described in § 278 of this title. If the claimant
offered such security does not deliver in writing to the corporation or successor entity a notice
rejecting the offer within 120 days after receipt of such offer for security, the claimant shall be
deemed to have accepted such security as the sole source from which to satisfy the claim
against the corporation.
(c) (1) A corporation or successor entity which has given notice in accordance with subsection
(a) of this section shall petition the Court of Chancery to determine the amount and form of
security that will be reasonably likely to be sufficient to provide compensation for any claim
against the corporation which is the subject of a pending action, suit or proceeding to which the
corporation is a party other than a claim barred pursuant to subsection (a) of this section.
(2) A corporation or successor entity which has given notice in accordance with subsections
(a) and (b) of this section shall petition the Court of Chancery to determine the amount and
form of security that will be sufficient to provide compensation to any claimant who has
rejected the offer for security made pursuant to subsection (b)(2) of this section.
(3) A corporation or successor entity which has given notice in accordance with subsection (a)
of this section shall petition the Court of Chancery to determine the amount and form of
security which will be reasonably likely to be sufficient to provide compensation for claims that
have not been made known to the corporation or that have not arisen but that, based on facts
known to the corporation or successor entity, are likely to arise or to become known to the
corporation or successor entity within 5 years after the date of dissolution or such longer
period of time as the Court of Chancery may determine not to exceed 10 years after the date
of dissolution. The Court of Chancery may appoint a guardian ad litem in respect of any such
proceeding brought under this subsection. The reasonable fees and expenses of such guardian,
including all reasonable expert witness fees, shall be paid by the petitioner in such proceeding.
(d) The giving of any notice or making of any offer pursuant to this section shall not revive any
claim then barred or constitute acknowledgment by the corporation or successor entity that any
person to whom such notice is sent is a proper claimant and shall not operate as a waiver of
any defense or counterclaim in respect of any claim asserted by any person to whom such
notice is sent.
(e) As used in this section, the term "successor entity" shall include any trust, receivership or
other legal entity governed by the laws of this State to which the remaining assets and liabilities
of a dissolved corporation are transferred and which exists solely for the purposes of
prosecuting and defending suits, by or against the dissolved corporation, enabling the dissolved
corporation to settle and close the business of the dissolved corporation, to dispose of and
convey the property of the dissolved corporation, to discharge the liabilities of the dissolved
corporation and to distribute to the dissolved corporation's stockholders any remaining assets,
but not for the purpose of continuing the business for which the dissolved corporation was
organized.
(f) The time periods and notice requirements of this section shall, in the case of a corporation
or successor entity for which a receiver or trustee has been appointed by the Court of
Chancery, be subject to variation by, or in the manner provided in, the Rules of the Court of
Chancery.
§ 282. Liability of stockholders of dissolved corporations.
(a) A stockholder of a dissolved corporation the assets of which were distributed pursuant to
§ 281(a) or (b) of this title shall not be liable for any claim against the corporation in an amount
in excess of such stockholder's pro rata share of the claim or the amount so distributed to such
stockholder, whichever is less.
(b) A stockholder of a dissolved corporation the assets of which were distributed pursuant to
§ 281(a) of this title shall not be liable for any claim against the corporation on which an action,
suit or proceeding is not begun prior to the expiration of the period described in § 278 of this
title.
(c) The aggregate liability of any stockholder of a dissolved corporation for claims against the
dissolved corporation shall not exceed the amount distributed to such stockholder in
dissolution.
§ 295. Creditors' proofs of claims; when barred; notice.
All creditors shall make proof under oath of their respective claims against the corporation, and
cause the same to be filed in the office of the Register in Chancery of the county in which the
proceeding is pending within the time fixed by and in accordance with the procedure established
by the Rules of the Court of Chancery. All creditors and claimants failing to do so, within the
time limited by this section, or the time prescribed by the order of the Court, may, by direction of
the Court, be barred from participating in the distribution of the assets of the corporation. The
Court may also prescribe what notice, by publication or otherwise, shall be given to the creditors
of the time fixed for the filing and making proof of claims.
