Del. C. » Title 8 — · CHAPTER 1. General Corporation Law · Corporations
Delaware Code

8 Del. C. § 275 (2026)

Dissolution generally; procedure [Effective Aug. 1, 2026]

✓ current as of May 2026
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(a) If it should be deemed advisable in the judgment of the board of directors of any corporation that it should be dissolved, the board, after the adoption of a resolution to that effect by a majority of the whole board at any meeting called for that purpose, shall cause notice of the adoption of the resolution and of a meeting of stockholders to take action upon the resolution to be given to each stockholder entitled to vote thereon as of the record date for determining the stockholders entitled to notice of the meeting.

(b) At the meeting a vote shall be taken upon the proposed dissolution. If a majority of the outstanding stock of the corporation entitled to vote thereon shall vote for the proposed dissolution, a certification of dissolution shall be filed with the Secretary of State pursuant to subsection (d) of this section.

(c) Dissolution of a corporation may also be authorized without action of the directors if all the stockholders entitled to vote thereon shall consent in writing and a certificate of dissolution shall be filed with the Secretary of State pursuant to subsection (d) of this section.

(d) If dissolution is authorized in accordance with this section, a certificate of dissolution shall be executed, acknowledged and filed, and shall become effective, in accordance with § 103 of this title. Such certificate of dissolution shall set forth:

(1) The name of the corporation;

(2) The date dissolution was authorized;

(3) That the dissolution has been authorized by the board of directors and stockholders of the corporation, in accordance with subsections (a) and (b) of this section, or that the dissolution has been authorized by all of the stockholders of the corporation entitled to vote on a dissolution, in accordance with subsection (c) of this section;

(4) The names and addresses of the directors and officers of the corporation;

(5) The date of filing of the corporation’s original certificate of incorporation with the Secretary of State; and

(6) The agreement required by subsection (i) of this section.

(e) The resolution authorizing a proposed dissolution may provide that notwithstanding authorization or consent to the proposed dissolution by the stockholders, or the members of a nonstock corporation pursuant to § 276 of this title, the board of directors or governing body may abandon such proposed dissolution without further action by the stockholders or members.

(f) If a corporation has included in its certificate of incorporation a provision limiting the duration of its existence to a specified date in accordance with § 102(b)(5) of this title, a certificate of dissolution shall be executed, acknowledged and filed in accordance with § 103 of this title within 90 days before such specified date and shall become effective on such specified date. Such certificate of dissolution shall set forth:

(1) The name of the corporation;

(2) The date specified in the corporation’s certificate of incorporation limiting the duration of its existence;

(3) The names and addresses of the directors and officers of the corporation;

(4) The date of filing of the corporation’s original certificate of incorporation with the Secretary of State; and

(5) The agreement required by subsection (i) of this section.

The failure to timely file a certificate of dissolution pursuant to this subsection with respect to any corporation shall not affect the expiration of such corporation’s existence on the date specified in its certificate of incorporation pursuant to § 102(b)(5) of this title and shall not eliminate the requirement to file a certificate of dissolution as contemplated by this subsection. If a certificate of good standing is issued by the Secretary of State after the date specified in a corporation’s certificate of incorporation pursuant to § 102(b)(5) of this title, such certificate of good standing shall be of no force or effect.

(g) A corporation shall be dissolved upon the earlier of:

(1) The date specified in such corporation’s certificate of incorporation pursuant to § 102(b)(5) of this title; or

(2) The effectiveness in accordance with § 103 of this title of a certificate of dissolution filed in accordance with this section.

(h) The authority and responsibilities of the registered agent of a dissolved corporation terminate at the time of the effectiveness of the filing of the certificate of dissolution, except with respect to service of process received by the registered agent before the effectiveness of the filing of the certificate of dissolution.

(i) The dissolving corporation shall agree that it may be served with process in this State in any proceeding for enforcement of any obligation of the dissolved corporation, and shall irrevocably appoint, with the appointment effective on and after the effectiveness of the filing of the certificate of dissolution, the Secretary of State as its agent to accept service of process in any such suit or other proceedings and shall specify the address to which a copy of such process shall be sent by the Secretary of State. Process may be served upon the Secretary of State under this subsection by means of electronic transmission but only as prescribed by the Secretary of State. The Secretary of State is authorized to issue such rules and regulations with respect to such service as the Secretary of State deems necessary or appropriate. In the event of such service upon the Secretary of State in accordance with this subsection, the Secretary of State shall forthwith notify the dissolved corporation thereof by letter, directed to such dissolved corporation at its address so specified, unless such dissolved corporation shall have designated in writing to the Secretary of State a different address for such purpose, in which case it shall be sent to the last address so designated. Such letter shall be sent by a mail or courier service that includes a record of mailing or deposit with the courier and a record of delivery evidenced by the signature of the recipient. Such letter shall enclose a copy of the process and any other papers served on the Secretary of State pursuant to this subsection. It shall be the duty of the plaintiff in the event of such service to serve process and any other papers in duplicate, to notify the Secretary of State that service is being effected pursuant to this subsection and to pay the Secretary of State a fee as prescribed under § 391(a)(29) of this title for the use of the State, which sum shall be taxed as part of the costs in the proceeding, if the plaintiff shall prevail therein. The Secretary of State shall maintain an alphabetical record of any such service setting forth the name of the plaintiff and the defendant, the title, docket number and nature of the proceeding in which process has been served, the fact that service has been effected pursuant to this subsection, the return date thereof, and the day and hour service was made. The Secretary of State shall not be required to retain such information longer than 5 years from receipt of the service of process.

8 Del. C. 1953, §  275;  56 Del. Laws, c. 50;  57 Del. Laws, c. 148, §§  31, 32;  59 Del. Laws, c. 106, §  14;  66 Del. Laws, c. 136, §  34;  77 Del. Laws, c. 14, §  14;  77 Del. Laws, c. 290, §  25;  82 Del. Laws, c. 45, § 17;  83 Del. Laws, c. 377, § 12;  85 Del. Laws, c. 279, § 2A; 
Notes of Decisions
Cited in 9 cases (5 in the last 5 years), 1954–2026 · leading case: Winton v. Kelm, 122 F. Supp. 649 (D. Minnesota 1954).
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Winton v. Kelm, 122 F. Supp. 649 (D. Minnesota 1954). “Accordingly on that date the Board of Directors adopted a resolution containing a plan of liquidation pursuant to section 39 of the Corporation Law of Delaware, 8 Del.C. § 275. At that time the corporation had outstanding 5,000 shares of its capital stock held by thirty-one…”
Willard v. Harrworth Corp., 258 A.2d 914 (Del. Ch. 1969). · cites it 2× “§ 311 inasmuch as such section applies to corporations which have been dissolved under the provisions of 8 Del.C. § 275, a section not resorted to here.”
Northway, Inc. v. TSC Indus., Inc., 361 F. Supp. 108 (N.D. Ill. 1973). “” as set forth in § 275(a) of the Delaware Corporation Law, 8 Del.C. § 275(a). Defendants argue that § 144, which deals with the validity of the acts of directors where some have adverse financial interests or corporate duties, supercedes § 275 in this situation.”
The Raj & Sonal Abhyanker Fam. Trust v. Mason Blake & UpCounsel (Del. Ch. 2021). “On February 7, 2020, Plaintiff filed a complaint in the Superior Court of California against LinkedIn and Defendants asserting claims for breach of contract, fraud, failure to comply with 8 Del. C. § 275, breach of duty of loyalty, and unjust enrichment.”
Wagner v. BRP Grp., Inc. (Del. Ch. 2024). “§ 271(a) & (b) with 8 Del. C. § 275(a) & (b) with 8 Del. C. § 251(b) & (c).”
Seavitt v. N-Able, Inc. (Del. Ch. 2024). “66 8 Del. C. § 275(a) & (b). 67 Id. § 275(c).”
Paul Rivera v. Angkor Capital Ltd. (Del. Ch. 2024). “With respect to any action, suit or proceeding begun by or against the corporation either 32 8 Del. C. § 275(a)-(b). 33 Id. § 275(c). 34 Id.”
Todd MacLaughlan v. Ilana Einheiber (Del. Ch. 2026). “126 See 8 Del. C. § 275(a) & (b). 127 Id. § 275(c).”
Sangster v. Boca Raton Sun & Surf, Inc., 167 So. 2d 56 (Fla. Dist. Ct. App. 1964). “Delaware Corporation Laws Annotated § 275, 8 Del.C. § 275. The second amended complaint recited that the defendant Boca Raton Sun & Surf, Inc.”
— 8 Del. C. § 275(a) — 5 cases
Northway, Inc. v. TSC Indus., Inc., 361 F. Supp. 108 (N.D. Ill. 1973). “” as set forth in § 275(a) of the Delaware Corporation Law, 8 Del.C. § 275(a). Defendants argue that § 144, which deals with the validity of the acts of directors where some have adverse financial interests or corporate duties, supercedes § 275 in this situation.”
Wagner v. BRP Grp., Inc. (Del. Ch. 2024). “§ 271(a) & (b) with 8 Del. C. § 275(a) & (b) with 8 Del. C. § 251(b) & (c).”
Seavitt v. N-Able, Inc. (Del. Ch. 2024). “66 8 Del. C. § 275(a) & (b). 67 Id. § 275(c).”
Paul Rivera v. Angkor Capital Ltd. (Del. Ch. 2024). “With respect to any action, suit or proceeding begun by or against the corporation either 32 8 Del. C. § 275(a)-(b). 33 Id. § 275(c). 34 Id.”
Todd MacLaughlan v. Ilana Einheiber (Del. Ch. 2026). “126 See 8 Del. C. § 275(a) & (b). 127 Id. § 275(c).”
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