Delaware is the most expensive state in this series to leave, and the reason is not the filing fee. The Certificate of Cancellation costs $220 — already the highest we verified — but the line that matters is on the Division of Corporations' own form: before the Certificate can be filed, all taxes due to the State through the effective date of the cancellation must be paid. Delaware's $400 annual LLC tax, which normally falls due on 1 June for the previous calendar year, becomes due upon cancellation under 6 Del. C. §18-1107(c). A cancellation therefore typically costs $220 plus $400, plus any prior year's tax with its $200 penalty and 1.5% monthly interest if June was missed. This page sets out the statute, the form, the arithmetic, and why an unused Delaware LLC is the worst kind to leave sitting.
What the statute requires
Under 6 Del. C. §18-203, a certificate of formation 'shall be canceled upon the dissolution and the completion of winding up' of the LLC, and the Certificate of Cancellation filed to accomplish that must set forth the LLC's name, the date its certificate of formation was filed, the name of any registered series not already cancelled, and a future effective date if it is not to be effective on filing. That is the whole document. The Division's template is a single page with two blanks — the name exactly as it appears in the state's records, and the formation date — plus an authorised person's signature under §18-204, with the name printed legibly underneath.
The fee, and the tax that comes with it
| Item | Amount | Source |
|---|---|---|
| Certificate of Cancellation filing fee | $220 | Division of Corporations form, rev. 08/2023 |
| Annual LLC tax, current year | $400 | §18-1107(b); due 'upon the cancellation of a certificate of formation' — §18-1107(c) |
| Prior-year tax if unpaid after 1 June | $400 + $200 penalty + 1.5%/month interest | §18-1107(c), (e) |
| Certified copy of the filed certificate | $50 | Optional — Division form |
| Expedited processing | $100–$200 same-day; higher for 2-hour and 1-hour | Division expedited-services schedule |
The practical consequence: the annual tax is not prorated, and the statute has no exception for an LLC that never traded. Cancel in February and the current year's $400 is due with the filing; cancel in December and it is the same $400. The form tells you to contact the Franchise Tax Section before submitting to learn the exact amount due, and that advice is worth taking — the Division will not file a cancellation against an account with a balance, and a rejected filing costs you the processing time. Cheques are payable to 'Delaware Secretary of State', and the Division asks for a cover letter with your name, address and phone or fax number.
Where the registered agent comes in
Delaware LLCs almost universally use a commercial registered agent, and most agents will file the cancellation for a fee on top of the state's $220. It is not required — the form is a template anyone authorised can complete and mail to 401 Federal Street, Suite 4, Dover, DE 19901 — but there is one reason to involve the agent regardless: the resignation clock. Under §18-104, if your agent resigns without a successor and no new agent is appointed within 30 days, the certificate of formation is cancelled by the state. That sounds like a free exit; it is not, because the annual tax still accrues to the cancellation and the LLC ends without the orderly winding up that protects its members from claims. Tell the agent the LLC is closing, file the cancellation yourself or through them, and end the agent contract after the state confirms the filing, not before.
The cost of doing nothing
An abandoned Delaware LLC is a debt that compounds. The $400 falls due every 1 June whether or not the company did anything; missing it adds the $200 penalty and 1.5% interest per month on tax and penalty, and §18-1107(l) strips an LLC that has ceased to be in good standing of the right to bring any action in a Delaware court until it is restored. There is no automatic administrative dissolution that wipes the slate after a few years of silence — the balance simply grows, and it must be paid in full before the state will accept a cancellation. Two years of neglect turns a $620 exit into something over $1,800 with penalties and interest, which is why the cheapest day to cancel a dormant Delaware LLC is today.
Winding up first
The statute ties cancellation to 'the dissolution and the completion of winding up', so the certificate is the last step, not the first. Follow the operating agreement's rule for the decision, stop trading, settle creditors, distribute what remains, and — if the LLC is registered as a foreign LLC in the state where it actually operates — file that state's withdrawal too, because the home-state registration does not close when Delaware's does. Delaware itself imposes no state income tax return on an LLC that earned nothing in Delaware, so for most out-of-state owners the only Delaware account to close is the annual-tax account.
The federal side: final return and the EIN
The state filing ends the LLC as a legal entity; it does nothing at the IRS. Two things close the federal account. First, a final tax return for the year the business closes: a single-member LLC reports on Schedule C of the owner's 1040 as usual; a multi-member LLC files Form 1065 with the final return box checked (near the top of the front page) and the final K-1 box checked on each partner's Schedule K-1. If the LLC paid any contractor $600 or more that year, the 1099-NECs are still due. Second, the EIN. The IRS is explicit that an EIN is never cancelled — it is the entity's permanent number — but the business account can be deactivated by letter once every return is filed and every balance paid. The letter needs the EIN, the legal name, the address and the reason, ideally with a copy of the original EIN assignment notice; the IRS's current EIN page lists mail stops in Kansas City and Ogden (irs.gov). Keep employment-tax records for at least four years after closing.
Sources
6 Del. C. §18-203 (cancellation contents) and §18-1107 (annual tax $400, due 1 June or upon cancellation, $200 penalty, 1.5% monthly interest, loss of court access), both from delcode.delaware.gov; the Division of Corporations' Certificate of Cancellation form (fee $220, taxes through effective date, $50 certified copy, rev. 08/2023) and its dissolutions page; irs.gov closing-a-business and EIN pages. All fetched 12 September 2026. Related: what a Delaware LLC costs and the Delaware registered agent guide.