[Your Name] [Your Address] [City, State, ZIP] [Email Address] [Phone Number] [Date] [Recipient's Name] [Recipient's Title] [Company Name] [Company Address] [City, State, ZIP] Subject: Notice of Intent to Dissolve [Your Corporation Name] Dear [Recipient's Name], I am writing to formally announce the intended dissolution of [Your Corporation Name], a corporation organized and existing under the laws of the State of Delaware. This decision was made collectively by the corporation's board of directors and shareholders, in accordance with the requirements outlined in the Delaware General Corporation Law. [Your Corporation Name] has been in operation since [Incorporation Date] and has been engaged in [business activities]. However, due to various reasons, including [reason for dissolution], we have unanimously decided to dissolve the corporation. In compliance with Section [relevant section number] of the Delaware General Corporation Law, we request your assistance in initiating the dissolution process. Enclosed, please find the necessary documents and information required for the dissolution: 1. Completed Certificate of Dissolution: This form provides important details regarding the dissolution, including the name and address of the corporation, its date of incorporation, and the effective date of dissolution. 2. Final Tax Return: As part of the dissolution process, we have filed a final tax return with the Delaware Department of Revenue, ensuring all tax obligations have been fulfilled. 3. Documentation of Winding-up Process: We have completed the winding-up process, including the collection, liquidation, and distribution of any remaining assets and the settlement of all outstanding liabilities. Our financial statements, including the final balance sheet, are also enclosed for your reference. 4. Cancellation of Licenses and Permits: We have taken the necessary steps to cancel any licenses, permits, or registrations held by the corporation. Please find copies of the cancellation notices in the enclosed documents. 5. Documentation of Closing Filings: We have promptly filed all required documents with the Delaware Secretary of State to notify them of our intent to dissolve [Your Corporation Name]. Copies of the Certificate of Dissolution and any other relevant filings are enclosed herewith. As stated in the Delaware General Corporation Law, any claims or legal proceedings against [Your Corporation Name] must be presented within a specified timeframe. Therefore, we request that you publish a notice of dissolution in a newspaper of general circulation within the district where the corporation's principal office is located. Additionally, we kindly request that you notify all known creditors, claimants, or other interested parties about the dissolution of [Your Corporation Name] using the enclosed Notice of Dissolution template. Should you have any questions or require further information, please do not hesitate to contact me at [Your Phone Number] or [Your Email Address]. We appreciate your cooperation throughout this dissolution process. Thank you for your prompt attention to this matter. Sincerely, [Your Name] [Your Title] [Your Corporation Name] Enclosures: 1. Certificate of Dissolution 2. Final Tax Return 3. Financial Statements (Balance Sheet) 4. Cancellation Notices 5. Documentation of Closing Filings 6. Notice of Dissolution template.
Delaware Sample Letter for Dissolution of Corporation
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How to fill out Delaware Sample Letter For Dissolution Of Corporation?
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FAQ
Dissolution, also called winding up, is a process that members of an LLC will go through in preparation to cancel with the secretary of state and terminate the existence of the LLC. Cancellation is on the secretary of state's side, which terminates the rights, privileges, and powers of an LLC.
You'll need to complete and mail the appropriate dissolution form and a cover memo, along with the filing fee, to the Delaware DOS. You can find the dissolution forms and the cover memo on the dissolutions and cancellations section of the Division of Corporations website.
In Delaware, "dissolution" refers to the process of closing a corporation through the filing of a Certificate of Dissolution. Closing an LLC, on the other hand, requires "canceling" through a Certificate of Cancellation.
If you don't file the Certificate of Cancellation, the LLC will continue to accumulate Delaware franchise tax annually.
How long does it take the state to process the filing? Processing of a domestic dissolution will take approximately two to three weeks. Expedited service is available in one hour, two hours, same day or 24 working hours depending on the service requested.
The fee to file the Certificate is $204.00 if your document is more than 1 page, please include $9.00 for each additional page. You will receive a stamped ?Filed? copy of your submitted document. You may request a certified copy for an additional $50.
In Delaware, LLCs don't need to file a Dissolution form with the state, however, it's best to place the decision to dissolve in writing. We provide a Members' Consent to Dissolution form below that you can use. This form doesn't need to be sent to the state. You can just keep it with your business records.
§§ 18-802. Judicial dissolution. On application by or for a member or manager the Court of Chancery may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with a limited liability company agreement.
