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Delaware Corporation Articles of Dissolution 274 Form

In the case of a corporation that is registered in the State of Delaware and hasn’t started transacting business yet wanting to terminate the registered legal entity in the state, the following form has to be completed and submitted. A $25 filing fee has to be submitted along with this form.

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Delaware Division of Corporations 
 401 Federal Street – Suite 4 
 Dover, DE 19901 
 Ph: 302-739-3073 
 Fax: 302-739-3812 
 
 
Certificate of Dissolution 
Before Beginning of Business 	
 
 	
Dear Sir or Madam:  
 	
Attached please find a form for a Certificate of Dissolution to be filed in accordance 
with Section 274 of the General Corporation Law of the State of Delaware. The fee to file the 
Certificate is $204.00.  If your document is more than 1 page, please include $9.00 for each 
additional page. You will receive a stamped “Filed” copy of your submitted document. A 
certified copy may be requested for an additional $50. Expedited services are available. 
Please contact our office concerning these fees or you may consult our fee chart at 
www.corp.delaware.gov	
. 
  
Before the Certificate can be filed, all applicable Annual Franchise Tax Reports must 
be filed.  Please contact the Franchise Tax Section prior to submitting the document for filing 
to determine the Annual Reports due. Please make your check payable to “Delaware 
Secretary of State”.  
 
For the convenience of processing your order in a timely manner, please include a 
cover letter with your name, address and telephone/fax number to enable us to contact you if 
necessary. Please make sure you thoroughly complete all information requested on this form. 
It is important that the execution be legible, we request that you print or type your name 
under the signature line.  
 
Thank you for choosing Delaware as your corporate home. Should you require 
further assistance in this or any other matter, please don’t hesitate to call us at (302) 739-
3073.  
 	
 
 
 
 Sincerely,  
 
  Department of State  
 Division of Corporations 
  
 rev. 08/10

Special Instructions – Certificate of Dissolution Before Beginning 
Business	 
 
This form is to be used as a Template only. The following 
instructions will help you in correctly completing your Dissolution 
Certificate. The instructions will be numbered to correspond with 
the article it is referencing. 
 
1.  The current name of the corporation exactly as it appears in 
our records.  Please visit our website to verify the name. 
 
2.  The date when the corporation was originally formed.   
 
3.  The corporation must indicate which statement applies to the 
corporation regarding their capital by checking either 3A or 
3B. 
 
Execution Block - The document must be signed by one of the 
following:  incorporator(s), majority of directors or the sole 
director of the corporation pursuant to Section 274 of Title 8.  
The name of the person must be typed or written legibly 
underneath the signature. 
 
 
This form contains information required by statute; if you need to 
add additional information permitted by statute you may draft a 
new document.  Please feel free to call our office at 302-739-3073 
for assistance in completing this form. 
 
 
Sincerely, 
 
Delaware Division of Corporations

STATE OF DELAWARE 
CERTIFICATE OF DISSOLUTION BEFORE 
BEGINNING BUSINESS (SECTION 274) 	
 
The corporation organized and existing under the General Corporation Law of the State 
of Delaware, hereby certifies as follows: 
 
1.  The name of the corporation is 
                                                                                                                                              
and the business for which the corporation was organized has not begun. 
 
2.  The date of filing of the Corporation’s original Certificate of Incorporation in 
Delaware was                                                                                                                        . 
 
 (Please indicate which of the following applies by checking either 3A or 3B)  
 
3A.  No part of the capital of the Corporation has been paid.  
 
3B.   The amount of capital actually paid in for the Corporation’s shares, less any part 
thereof disbursed for necessary expenses, has been returned to those entitled thereto. 
 
4.  All issued stock certificates, if any, have been surrendered or cancelled. 
 
5.  All of the rights and franchises of the Corporation are hereby surrendered.  	
 
 
 
  
 
      By: 
        Majority of Incorporators or Directors 
 
 
  Name: 
Print or Type
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