{"id":4039,"date":"2024-01-01T11:29:43","date_gmt":"2024-01-01T11:29:43","guid":{"rendered":"https:\/\/oandgaccounting.com\/staging\/?page_id=4039"},"modified":"2025-03-07T10:55:07","modified_gmt":"2025-03-07T10:55:07","slug":"foreign-llc-owners-how-to-dissolve-your-delaware-llc-with-zero-fees-after-closing-your-online-store","status":"publish","type":"page","link":"https:\/\/oandgaccounting.com\/staging\/foreign-owned-us-llc\/foreign-llc-owners-how-to-dissolve-your-delaware-llc-with-zero-fees-after-closing-your-online-store\/","title":{"rendered":"Foreign LLC Owners: How to Dissolve Your Delaware LLC with Zero Fees After Closing Your Online Store"},"content":{"rendered":"
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Q: As a foreign individual with an LLC registered in Delaware, I previously operated an online store that required an EIN. However, I have since closed the store and I did not earn any income from it. How can I dissolve my LLC without incurring any fees?<\/h5>\n

A: If you have an LLC registered in Delaware but you no longer need the LLC, you can dissolve it by filing a Certificate of Dissolution with the Delaware Division of Corporations<\/a>. However, there may be fees associated with dissolving the LLC.<\/p>\n

Here are the general steps for dissolving an LLC in Delaware:<\/p>\n

1. File and pay any outstanding and final franchise fees<\/a>:<\/h5>\n

\t\t\tBefore you dissolve your LLC, you should file any final franchise tax returns and pay any outstanding franchise tax owed to the state of Delaware.<\/p>\n

2. Hold a meeting of members:<\/h5>\n

\t\t\tAs the owner of the LLC, you should hold a meeting of members to vote on the decision to dissolve the LLC. The meeting should be documented with meeting minutes.<\/p>\n

\t\t\tIn Delaware, LLCs are governed by the Delaware Limited Liability Company Act (LLC Act)<\/a>, which does not specifically require holding a meeting of members to dissolve an LLC.<\/p>\n

Under the LLC Act, an LLC may be dissolved upon the happening of certain events, including the passage of a resolution by the LLC members. The resolution should be properly documented in the LLC’s records, but it does not necessarily have to be done through a formal meeting.
\nTherefore, it is possible to dissolve your LLC in Delaware by passing a resolution rather than holding a meeting of members.<\/p>\n

3. File Certificate of Cancellation:<\/h5>\n

\t\t\tAfter the passage of a resolution by the LLC members to dissolve the LLC, you must file a Certificate of Cancellation<\/a> with the Delaware Division of Corporations.<\/p>\n

\t\t\tThe current fee (as of the time of this article) to file the Certificate of Cancellation with the Delaware Division of Corporations is $204.00. It’s important to ensure that the fee is paid in full and the form is properly completed and submitted in order to dissolve the LLC in accordance with Delaware state laws.<\/p>\n

4. In addition to filing any final franchise tax returns and paying any outstanding franchise tax owed to the state of Delaware, it’s also important to file any final federal tax returns or information returns. Here are some additional details:<\/h5>\n

\t\t\tThe LLC may need to file different types of final federal tax returns and information returns depending on its tax classification and ownership structure. Here’s a summary of some of the forms that may be required:<\/p>\n