10/28/2026
This guide explains how to dissolve an LLC or corporation before December 31, 2026, and the order in which to complete the state, IRS, and payroll steps. The order matters. An entity that stays on state records into 2027 can owe another full year of state tax. A missed final federal form can also trigger penalties after the business has stopped operating.
Why December 31 matters
Delaware shows how the calendar drives state cost. The Delaware Division of Corporations charges LLCs, limited partnerships, and general partnerships an annual tax of $400. The tax for each year is due by June 1 of the following year. Delaware assesses the tax if the entity is active on its records at any point during the calendar year, and it does not prorate the amount.
A Delaware LLC still on the records on January 1, 2027, can therefore owe the full 2027 tax. Late payment adds a $200 penalty plus interest of 1.5 percent per month on the tax and penalty.
Learn how to dissolve an LLC or corporation before December 31, 2026: state filings, Form 966, final returns, Form 5472, payroll forms, and EIN closure.