Wrapping Up Your Company: The Importance of the December 31 Deadline

Posted by Gennine Cooper
December 12, 2018

So you’ve decided you don’t need your Delaware LLC or corporation any longer, and you’ve closed the doors on it.  It’s the end of the year, and you’ve got everything squared away to file the last tax return with the IRS, so you’re done, right?  Not so fast!  An integral part of wrapping up your company completely is to close your company with The State of Delaware!

It’s very important to have your LLC/LP cancellation or your corporation dissolution submitted to Delaware on or before December 31st.  And just in case there is a snafu in the process, it’s always better to begin the process of wrapping up your company early rather than last minute.

Delaware LLCs or LPs

To close your Delaware LLC or LP, you need to file a Certificate of Cancellation with the State of Delaware’s Secretary of State Office.  You will also have to pay your 2018 taxes at the same time.  If you have not paid your 2017 taxes, you will also be responsible for these as well before you can file the cancellation.

Delaware Corporations

Corporations can be a little trickier.  First, you will need to file your 2018 annual report with the State of Delaware and pay the applicable taxes, along with your 2017 if that has not yet been filed.  Next, you will file a Certificate of Dissolution.  But there are six different dissolution forms for profit corporations to choose from, each with different fees.  How do you know which one to choose?  Don’t forget that Incserv has knowledgeable staff ready to assist you with wrapping up your company!

Closing Your Company after 12/31wrapping up your company shutterstock 566698636

So what’s the big deal about the December 31st deadline?  Well, if Delaware does not receive your cancellation or dissolution by the end of the year, they will require you to file your 2019 annual report and/or pay your 2019 taxes, even if you are only one day in 2019!  Delaware also does not prorate taxes, so you would be responsible for paying the entire amount, even if you do not consider your company active any longer.  This is why wrapping up your company by 12/31 is so important!

Let Incserv Help!

You can certainly file your cancellation or dissolution with the State of Delaware directly, either via fax, regular mail, or in person, but many of our clients rely upon our expertise and efficiency when it comes to winding down their company before the end of the year.  Why Incserv?  We work quickly and accurately to ensure the paperwork is completed and submitted to Delaware in a timely manner in order to save you money and to make sure your company is closed properly with the State of Delaware.

End of Year Slowdown

One of the difficulties with wrapping up your company at the last minute is that everyone is doing the same thing at the same time!  As such, Delaware’s processing time slows down considerably.  If you file on a routine basis directly with the State of Delaware around or after mid-December, the usual two- to three-week turnaround time is basically at a stand-still, as is Incserv’s usual two- to three- business day turnaround time for routine work.  It is unlikely you will have the filed evidence in-hand before the end of the year without expediting.  However, if the dissolution or cancellation is submitted and in the State’s hands by December 31st, the document receives the submission date for its file date, effectively wrapping up your company by  year-end.

If you would like the evidence in-hand before the end of the year, we can accommodate that as well!  Simply let us know you want to file on an expedited basis (there are many options available, from next day to one hour).  Although the State stops guaranteeing the exact turnarounds at some point in December, you would still have your evidence in-hand a lot faster than filing routine.

Do you have any questions about wrapping up your company with the State of Delaware?  Feel free to send us an email at orders@incserv.com or give us a call at 800-346-4646.

Sara Flanagan, Systems Analyst