Delaware Foreign Registration › Cancelling
Cancelling a foreign LLC registration in Delaware
A foreign LLC leaves Delaware by filing the Certificate of Cancellation of Registration of a Foreign Limited Liability Company, which costs $200, and the $400 tax for the year of cancellation must be paid first. The sections below cover the form, the order of steps, the other ways a registration ends and what survives cancellation.
Cancellation at a glance
- Form
- Certificate of Cancellation of Registration of a Foreign Limited Liability Company
- Fee
- $200, with a certified copy $50 more
- Tax first
- The full $400 for the calendar year of cancellation is due before filing
- Who signs
- An authorized person
- Faster service
- Next day $100 extra, same day $200 extra
- Survives
- The Secretary of State's authority to accept process for Delaware business
What the cancellation form asks for
| No. | Contents | Note |
|---|---|---|
| 1 | The name the LLC registered and does business under in Delaware, and the formation name if different | Use the registered name |
| 2 | The date the certificate of registration was filed | Look it up on your stamped copy |
| 3 | An effective date of cancellation, if later than filing | Optional |
| 4 | A statement that the Secretary of State remains able to receive process for Delaware business | Printed on the form |
| 5 | An address in the home jurisdiction where the Secretary of State can forward process | An address someone will open the mail at |
An authorized person signs and prints a name. The cover letter asks you to include a letter with your name, address and phone or fax number so the office can reach you, and to make the check payable to the Delaware Secretary of State.
The tax comes first
The code says that where registration will end by a filed certificate, the full annual tax for the calendar year in which the certificate takes effect is due and payable before the filing (6 Del. C. 18-1107(c)). The Division's cancellation cover letter says a check for the tax and the filing fee must accompany the certificate. We work out the tax due when we prepare the cancellation. There is no proration, so cancelling in January costs the same $400 as cancelling in December. The unpaid tax for earlier years must also be cleared.
Cancelling versus doing nothing
A foreign LLC that simply stops paying the tax ceases to be registered by operation of the code, and the registration comes back only after the tax, penalties and interest for each missed year are paid (6 Del. C. 18-1107(i)). That is not the same as leaving cleanly. The unpaid tax is a debt to the State, it accrues interest of 1.5 percent a month, and while it is owed the Secretary of State will not accept other filings or issue good standing for the LLC. Cancelling, by contrast, ends the tax obligation once the final year is paid.
Other ways a registration ends
The code lists three. A certificate of cancellation is the voluntary route. Non-payment of the annual tax ends the registration under 18-1107(h). And if the registered agent resigns without a successor, the resignation takes effect 30 days after filing, and if the LLC has not named a new agent by then, it may not do business in Delaware and its registration is cancelled (6 Del. C. 18-904(e)). The agent's resignation filing costs $2 per LLC.
What survives cancellation
The statute is explicit that the Secretary of State can still receive process after cancellation, for claims that grew out of business done in Delaware (6 Del. C. 18-906). That is why the form asks for an address in the home jurisdiction where process can be forwarded, and why the address should be one that is watched. A person with a claim from the Delaware years can still reach the LLC through the Secretary of State after the registration is gone.
Foreign corporations leave differently
A foreign corporation files the Certificate of Withdrawal of Foreign Corporation, which the schedule lists at $175. It has two items: the name under which it qualified and the mailing address for process. The corporation page covers it.
Closing a foreign LLC registration
Confirm the LLC has finished working in Delaware
Cancelling while still doing business here puts the LLC back in the position of an unregistered company.
Pay the tax
The $400 for the year of cancellation, plus any earlier unpaid years.
Prepare the certificate
Name, date of the registration, any effective date, and the forwarding address.
File with the fee
$200 to the Division of Corporations.
Keep the record
A certified copy is available for the fee in the table.
Cancellation questions
Do I owe the tax for the year I cancel?
Yes. The full tax for the calendar year of cancellation is due before the certificate is filed, and nothing is prorated.
Can I cancel if I owe tax from earlier years?
Pay the earlier years first. The office will not accept other filings from an LLC that has not paid its tax.
Does cancelling Delaware affect my home-state LLC?
No. The home-state LLC keeps existing. Only the Delaware registration ends.
Our charge, then the Delaware fee
Register in Delaware
+ $200 Delaware fee
- The Certificate of Registration of a Foreign Limited Liability Company, prepared from your answers
- A fresh certificate of existence from the home state, ordered for the filing
- A Delaware registered agent, either our office or your own choice
- Your Delaware registration and the date the first annual tax is payable
- Renewal: after the first year, the agent service renews at $149 a year
$199
Start my Delaware filingOur charge and the Delaware fee are separate lines at checkout. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Delaware Code and state pages
- Delaware Code Title 6, chapter 18, subchapter XI (fees and annual tax)
- Delaware Division of Corporations, Certificate of Registration of a Foreign Limited Liability Company (PDF)
- Delaware Code Title 6, chapter 18, subchapter IX (foreign LLCs)
- Delaware Division of Corporations fee schedule (PDF)
- Delaware Division of Corporations, Certificate of Cancellation of Registration of a Foreign Limited Liability Company (PDF)
- Division of Corporations, pay taxes and file annual reports
- Delaware Division of Corporations, Certificate of Withdrawal of Foreign Corporation (PDF)
- Delaware Code Title 8, chapter 1, subchapter XVI (foreign corporations)
Doing business in Delaware?
One order covers the application, the certificate and the agent. After that we flag the June 1 tax.