Certificate of Dissolution
(DE Corporation)

Summary

This certificate of dissolution (DE corporation) template can be filed with the Delaware Secretary of State pursuant to Section 275 of the Delaware General Corporation Law (DGCL) for the dissolution of a corporation that has engaged in business. This template includes practical guidance, drafting notes, and an alternate clause. The company's dissolution must be approved by (1) a majority of the board of directors and a majority of the outstanding shares of stock; or (2) without action by the directors, by unanimous written consent of all the stockholders entitled to vote. A certificate of dissolution pursuant to Section 275 of the DGCL must include the following: • The name of the corporation • The date of incorporation • The date the dissolution was authorized • A statement that the dissolution has been authorized, as specified in Del. Code Ann. tit. 8, § 275, and • The names and addresses of the directors and officers of the corporation This template can be supplemented to contain deal-specific information, as applicable. The fee for filing the certificate of dissolution is $204 for a one-page document and $9 for each additional page. A certified copy may be requested for an additional $50. When filed with the secretary of state, a certificate of dissolution should be accompanied by a division of corporations document filing sheet, or a cover letter on company letterhead containing the same information. The website of the Delaware Secretary of State offers a template certificate of dissolution containing the minimum requirements. If the certificate of dissolution can be filed under Del. Code Ann. tit. 8, § 391(a)(5)(b), then a short-form certificate of dissolution is permitted, which has a filing fee of $10. To qualify for a DGCL Section 391 short-form filing, the corporation must be able to state the following (in addition to the above): • The corporation has no assets and has ceased transacting business • The corporation has only been required to pay the minimum franchise tax for each year since incorporation, and • All franchise taxes and fees due to or assessable by the state of Delaware have been paid through the end of the year in which the certificate of dissolution is filed A template for a certificate of dissolution filed pursuant to Sections 275 and 391(a)(5)(b) of the DGCL can be found on the website of the Delaware Secretary of State. Delaware does not require dissolving corporations to obtain a tax clearance certificate. However, dissolving entities may wish to obtain a certificate to determine any outstanding tax liability they have to the Delaware Division of Revenue. To obtain a tax clearance certificate, a request containing the name of the corporation, federal identification number, state of incorporation, and the required fee should be delivered to the Delaware Secretary of State. Pursuant to Del. Code Ann. tit. 8, § 278, a corporation is deemed to exist for a period of three years after dissolution (or such period of time as the Court of Chancery shall determine in its sole discretion) for the purposes of prosecuting and defending suits by or against it, and to enable it to perform the winding-up process. During the winding-up period, directors and officers retain limited authority to perform the actions necessary for this purpose. Visit the Delaware Secretary of State's website for additional procedural and other information with respect to filings. For additional information regarding the dissolution of a Delaware corporation, see Dissolution (DE Corporation). For a full listing of key content for in-house counsel and corporate secretaries when performing corporate functions, see In-House Corporate Secretary Resource Kit. For a full listing of key content that provides an overview of several out-of-court restructuring options, including workouts, and liquidation alternatives to filing for bankruptcy protection, see Out-of-Court Restructuring and Liquidation Alternatives Resource Kit. For a full listing of key content covering Delaware corporate formation, organization, maintenance, ownership, management, and dissolution, see Corporation Resource Kit (DE).