Voluntarily dissolving a Delaware LLC: 60-90 day clean wind-down

Decision to dissolve

The business is wound down and no longer operating. Maintaining the LLC is no longer worth the $300 annual franchise tax plus CPA fees. Or the founder is moving to a different entity structure.

Voluntary dissolution is cleaner than letting the LLC lapse: you control timing and limit member liability.

Mechanical process

Step 1: Internal members' vote per Operating Agreement. Step 2: Settle obligations (vendors, contractors, employees). Step 3: Pay all owed Delaware franchise tax. Step 4: File Certificate of Cancellation ($200). Step 5: Final Form 5472 + Form 1120 for partial year through dissolution. Step 6: Close bank accounts.

60-90 days for full wind-down.

What dissolution does not do

Does not eliminate member liability for known LLC obligations up to the value of distributions received.

Does not undo public records (Certificate of Formation remains in Delaware records as cancelled entity).

Does not automatically dissolve foreign-qualifications in other US states; each requires separate withdrawal.