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The Best Way to file a Certificate of Dissolution with the Delaware Secretary of State

Filing a Certificate of Dissolution with the Delaware Secretary of State is a straightforward process. Here's a simple guide to help you understand the steps involved:

  1. First, make sure that your corporation has settled all its debts, obligations, and liabilities. This includes notifying all creditors and resolving any outstanding claims.
  2. Next, you'll need to hold a meeting with the corporation's board of directors to vote on dissolving the company. Make sure to record the decision in the meeting minutes.
  3. After the board's approval, you should obtain the consent of the stockholders. The required percentage of stockholder approval varies depending on your corporation's bylaws.
  4. Once you have the necessary approvals, you can proceed to fill out the Certificate of Dissolution form. You can download the form from the Delaware Division of Corporations website: https://corp.delaware.gov/dissolutioncorp/
  5. Fill out the form with the required information, including the corporation's name, the date of dissolution, and the signatures of the authorized officers.
  6. Submit the completed form to the Delaware Division of Corporations either by mail or online. You'll need to pay a filing fee, which is currently $204.

Once the Division of Corporations processes your Certificate of Dissolution, your corporation will be officially dissolved.

Remember, it's essential to follow all the necessary steps and comply with Delaware's laws and regulations throughout the dissolution process. If you have any questions or need assistance, consider consulting with a legal professional who specializes in corporate law.

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