Dissolving a Delaware LLC

• 1). Fill out and submit a certificate of cancellation. The certificate can be found at the Delaware Division of Corporations website (corp.delaware.gov) and filled out online. Mail the completed certificate back to the Secretary of State's office along with a $200 processing fee. The cancellation form asks for the name of the company and the date of the Certificate of Formation.
  
  
• 2). Appoint a manager to wind-up the company. Delaware law allows for a wide range of people who can wind-up the company's affairs. The members of the LLC can designate someone in their limited liability company agreement or the members themselves can manage the winding up of the company. The Chancery Court, which oversees the legal actions or disputes of business, could also appoint someone if a member shows cause for the court to do so or if the company is being liquidated.
  
  
• 3). Distribute the company's assets and settle debts. The order of payment, according to Delaware law, is creditors are paid first, followed by distributions to any members or former members and then return on contributions by members. The LLC must pay for any outstanding contractual claims, as well as legal claims that have not been settled. If there are insufficient funds, what money there is will be distributed according to priority, i.e., creditors first.