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Delaware Short Form Certificate of Dissolution (Before Beginning Business-Non Stock Corporation)

Category:
Department of State - Division of Corporations - Dissolutions and Cancellations
State:
Delaware
Control #:
DE-DC-12-0
Format:
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Short Form Certificate of Dissolution (Before Beginning Business-Non Stock Corporation)
The Delaware Short Form Certificate of Dissolution (Before Beginning Business-Non Stock Corporation) is a document that is filed with the Delaware Secretary of State to dissolve a Non-Stock Corporation that has not yet started business. It is used to terminate the legal existence of the corporation, and must be signed by all the incorporates or directors of the company. The Delaware Short Form Certificate of Dissolution (Before Beginning Business-Non Stock Corporation) is available in two different forms: The Standard Form, which is used when the corporation has not issued any shares, and the Special Form, which is used when the corporation has issued shares. The Standard Form must be accompanied by a Certificate of Merger, Certificate of Conversion or Certificate of Exchange, while the Special Form must be accompanied by the issuance of stock certificates. Both forms require the name of the corporation, its Delaware registered office address, and the signature of the incorporated or director. Once the Delaware Short Form Certificate of Dissolution (Before Beginning Business-Non Stock Corporation) is filed with the Delaware Secretary of State, the corporation will be officially dissolved. The filing is not complete until it is accepted and stamped by the Secretary of State.

The Delaware Short Form Certificate of Dissolution (Before Beginning Business-Non Stock Corporation) is a document that is filed with the Delaware Secretary of State to dissolve a Non-Stock Corporation that has not yet started business. It is used to terminate the legal existence of the corporation, and must be signed by all the incorporates or directors of the company. The Delaware Short Form Certificate of Dissolution (Before Beginning Business-Non Stock Corporation) is available in two different forms: The Standard Form, which is used when the corporation has not issued any shares, and the Special Form, which is used when the corporation has issued shares. The Standard Form must be accompanied by a Certificate of Merger, Certificate of Conversion or Certificate of Exchange, while the Special Form must be accompanied by the issuance of stock certificates. Both forms require the name of the corporation, its Delaware registered office address, and the signature of the incorporated or director. Once the Delaware Short Form Certificate of Dissolution (Before Beginning Business-Non Stock Corporation) is filed with the Delaware Secretary of State, the corporation will be officially dissolved. The filing is not complete until it is accepted and stamped by the Secretary of State.

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How to fill out Delaware Short Form Certificate Of Dissolution (Before Beginning Business-Non Stock Corporation)?

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FAQ

If the corporation conducted any business in Delaware, you will need to notify the Delaware Division of Revenue of its dissolution by: 1) checking the ?Out of Business? box and 2) indicating the last day of business operations on both your final withholding and/or business license gross receipt coupon, as well as your

Shareholders must authorize the liquidation and dissolution of the corporation by special resolution. If there is more than one class or group of shareholders, each class or group must pass a special resolution to authorize the dissolution even if these shareholders are not otherwise entitled to vote.

Filing a dissolution certificate is the final step to completing the dissolution process. There are two forms of dissolution certificates in Delaware. You can choose to file a long form, known as a standard form, or a short form depending on your company situation. Each form has its conditions and requirements.

The long-form dissolution process has several key components, including notice to creditors, a bar date, publication notice and a court approval process. The short-form dissolution statute, like the dissolution statutes in most other states, has none of these components.

Authorizing Dissolution With the resolution and plan in hand, Delaware law provides for voluntary dissolution as follows: by action of the governing body followed by a vote of the members. by unanimous consent of the members; or. if your nonprofit doesn't have members, by a vote of the governing body.

The short dissolution form is for corporations that have zero assets and aren't conducting business. In fact, these short dissolutions require just the minimum in-state franchise taxes for each year it was operating in the state.

To dissolve your domestic corporation in Delaware, you must provide the completed Certificate of Dissolution form to the Department of State by mail, fax or in person, along with the filing fee. Include a Filing Cover Memo with your name, address and telephone/fax number to enable them to contact you if necessary.

Delaware law also allows dissolution when two-thirds of the members vote for dissolving a Delaware LLC. Members can vote in person or in writing. The vote should be recorded in the minutes. Once the vote passes, a manager has to be appointed to handle the Delaware LLC dissolution.

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More info

Fill-in templates for either the standard dissolution certificate or the short version of the form can be downloaded from the department of state's website. How Does a Short Form Dissolution Differ?Instructions: • Complete and include this form with your paper submission. Complete and file the Certificate of Dissolution with the Department of State. They must file Form 966, Corporate Dissolution or Liquidation, if they adopt a resolution or plan to dissolve the corporation or liquidate any of its stock. Complete Schedule N (Form 990 or 990EZ), Liquidation, Termination, Dissolution or Significant Disposition of Assets. Certificate of Formation for a Professional Limited Liability Company - Form to be used to form a professional limited liability company. Rev. 3 main steps on How To Dissolve a Delaware Corporation: Hold a stockholder vote, Pay franchise tax, File certificate of dissolution. They must file Form 966, Corporate Dissolution or Liquidation, if they adopt a resolution or plan to dissolve the corporation or liquidate any of its stock. If you have not yet started conducting business or have not yet issued stock, there is a separate form required for this filing.

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