Business Law

Ask a Business Lawyer. Get Business Law Questions Answered ASAP.

Ask a Lawyer,
Get an Answer ASAP!

Business Law
This answer was rated:

We own a Delaware LLC and wanted to dissolve it. No business

has ever been done with...
We own a Delaware LLC and wanted to dissolve it. No business has ever been done with it and there is no assets/liabilities.
In the process of dissolving it, we learned that we owe the State of Delaware $483.75 for 2012 and $250 for 2013 for a combined total of $733.75.
CAN WE JUST LET THIS LLC DIE ON THE VINE?
Show More
Show Less
Ask Your Own Business Law Question
Answered in 27 minutes by:
11/11/2013
Law Pro
Law Pro, Attorney
Category: Business Law
Satisfied Customers: 24,870
Experience: 20 years experience in business law - sole proprietor, partnership, and corporations
Verified

Hi! My name is XXXXX XXXXX I'll be the attorney assisting you.

 

 

 

The Delaware Division of Corporations supports a lot in the state.

 

As such, it's more like a business operation than an arm of a government branch. It's one big operation and as many of you feel, a little bit of a racket.

 

Most states just dissolve your company after a few years. Technically, in Delaware, you never really get dissolved, unless you go through some SERIOUS hoops and fees yourself. The state will say that you are continuing to rack up debt in the form of

Delaware franchise tax each and every year.

 

We hear horror stories each month of absurd amounts people owe in franchise tax because they have too many shares. We always say; it's the biggest completely legal scam in America!

 

We have clients that get a franchise tax bill for $150,000 a year plus! They just don't pay it, and then they land a deal a few years later and they need to show they are in good standing with the state of Delaware to get approved. They then find out they owe hundreds upon hundreds of thousands of dollars. Absolutely crazy!

 

So, the state has done something very smart. They really don't dissolve you! They just let a bill keep racking up and hope you pay it someday. They probably figure you're a lost cause anyway, so why go through the effort of dissolving your Delaware corporation. So, let's say you want to dissolve your corporation 5 years after not paying your franchise tax. You have to pay ALL the franchise tax, late fees, and interest, BEFORE the state will let you dissolve.

 

Now, to the best of our knowledge, we have never heard of the state actually going after some corporation for owed franchise tax. Funny thing about that is we have all these lobbyists drafting the laws to protect the shareholders, officers, and directors from the liability of the corporation. So in theory, the state shouldn't be able to go after you personally. It also seems like it would be awful for the perception of Delaware being a business friendly state and could ruin the reputation the state has spent so much time and money building. So we always just recommend forming a new company down the road if you need it.

 

[delawareregisteredagent.com]

 

 

So, botXXXXX XXXXXne - you can just let it go and not pay the franchise fee and form a new corporation if you need to do such later.

Law Pro
Law Pro, Attorney
Category: Business Law
Satisfied Customers: 24,870
Experience: 20 years experience in business law - sole proprietor, partnership, and corporations
Verified
Law Pro and 87 other Business Law Specialists are ready to help you
Ask your own question now
Ask Law Pro Your Own Question
Law Pro
Law Pro
Law Pro, Attorney
Category: Business Law
Satisfied Customers: 24,870
24,870 Satisfied Customers
Experience: 20 years experience in business law - sole proprietor, partnership, and corporations

Law Pro is online now

A new question is answered every 9 seconds

How JustAnswer works:

  • Ask an ExpertExperts are full of valuable knowledge and are ready to help with any question. Credentials confirmed by a Fortune 500 verification firm.
  • Get a Professional AnswerVia email, text message, or notification as you wait on our site. Ask follow up questions if you need to.
  • 100% Satisfaction GuaranteeRate the answer you receive.

JustAnswer in the News:

Ask-a-doc Web sites: If you've got a quick question, you can try to get an answer from sites that say they have various specialists on hand to give quick answers... Justanswer.com.
JustAnswer.com...has seen a spike since October in legal questions from readers about layoffs, unemployment and severance.
Web sites like justanswer.com/legal
...leave nothing to chance.
Traffic on JustAnswer rose 14 percent...and had nearly 400,000 page views in 30 days...inquiries related to stress, high blood pressure, drinking and heart pain jumped 33 percent.
Tory Johnson, GMA Workplace Contributor, discusses work-from-home jobs, such as JustAnswer in which verified Experts answer people’s questions.
I will tell you that...the things you have to go through to be an Expert are quite rigorous.

What Customers are Saying:

Mr. Kaplun clearly had an exceptional understanding of the issue and was able to explain it concisely. I would recommend JustAnswer to anyone. Great service that lives up to its promises!

Gary B.Edmond, OK

My Expert was fast and seemed to have the answer to my taser question at the tips of her fingers. Communication was excellent. I left feeling confident in her answer.

EricRedwood City, CA

I am very pleased with JustAnswer as a place to go for divorce or criminal law knowledge and insight.

MichaelWichita, KS

PaulMJD helped me with questions I had regarding an urgent legal matter. His answers were excellent.

Three H.Houston, TX

Anne was extremely helpful. Her information put me in the right direction for action that kept me legal, possible saving me a ton of money in the future. Thank you again, Anne!!

ElaineAtlanta, GA

It worked great. I had the facts and I presented them to my ex-landlord and she folded and returned my deposit. The 50 bucks I spent with you solved my problem.

TonyApopka, FL

Wonderful service, prompt, efficient, and accurate. Couldn't have asked for more. I cannot thank you enough for your help.

Mary C.Freshfield, Liverpool, UK

< Previous | Next >

Meet the Experts:

Infolawyer

Infolawyer

Attorney

1,851 satisfied customers

Experienced lawyer

Dimitry K., Esq.

Dimitry K., Esq.

Attorney

1,611 satisfied customers

Run my own successful business/contract law practice.

MShore Law

MShore Law

Attorney

1,233 satisfied customers

Drafted Negotiated and/or Reviewed Thousands of Commercial Agreements

RGMacEsq

RGMacEsq

Attorney

751 satisfied customers

Licensed Texas General Practice Attorney

Barrister

Barrister

Attorney

646 satisfied customers

17 years practicing attorney, JD, BA, MBA

Ely

Ely

Attorney

577 satisfied customers

Counselor at Law.

J.Hazelbaker

J.Hazelbaker

Attorney

393 satisfied customers

Experienced and trained in the area of business law.

< Previous | Next >

Related Business Law Questions
I have a question about corporate law. I am 50% shareholder
Second opinion] I have a question about corporate law. I am 50% shareholder in an s corporation. My business partner spends half of the year abroad. He is currently out of the country. Our business is… read more
Michael Bradley
Michael Bradley
JD
1,192 satisfied customers
I have a question about corporate law. I am 50% shareholder
I have a question about corporate law. I am 50% shareholder in an s corporation. My budiness partner spends half of the year abroad. He is currently out of the country. Our business is no longer solve… read more
Damien Bosco
Damien Bosco
3,388 satisfied customers
My business is registered in Delaware as an LLC with a
Hi Pearl, my business is registered in Delaware as an LLC with a partner. My partner is no longer with the company. I would like to move the business to PA where I live. I am also changing the name of… read more
Roy Hadavi
Roy Hadavi
Attorney
Juris Doctorate
996 satisfied customers
I sit on the board of directors for a corporation that has a
I sit on the board of directors for a corporation that has a bar business. Our treasurer and president took it upon them selves with no majority vote/ no vote at all to cash in investments. Discussion… read more
Asad Rahman
Asad Rahman
Attorney
J.D.
2,289 satisfied customers
I have a Tennessee corporation LLC that is being sued in
I have a Tennessee corporation LLC that is being sued in Colorado. If they want to pierce the veil of the LLC do they have to pursue that in Tennessee or can they do that in Colorado? … read more
Ray
Ray
Lawyer
Doctoral Degree
30,865 satisfied customers
Wanting to expand my business from one corporation to 2 or 3
wanting to expand my business from one corporation to 2 or 3 for further protection for each individual business. looking for someone to help … read more
Ely
Ely
Attorney
Juris Doctor
577 satisfied customers
Is there a rule which requires that a corporation (or LLC)
Is there a rule which requires that a corporation (or LLC) must have a lawyer in a civil case?… read more
Damien Bosco
Damien Bosco
3,388 satisfied customers
We have an s corporation. In the shareholder agreement there
We have an s corporation. In the shareholder agreement there is a provision that the corporation must repurchase shares from minority shareholder when offered. Shareholder Agreement further states tha… read more
Roy Hadavi
Roy Hadavi
Attorney
Juris Doctorate
996 satisfied customers
Is a US C corporation owned by a foreigner treated as a
Is a US C corporation owned by a foreigner treated as a foreign person when the corporation sells real property in the US?… read more
PaulmoJD
PaulmoJD
Attorney At Law
Doctoral Degree
106 satisfied customers
Converting my llc business to a c corporation and looking
Converting my llc business to a c corporation and looking for a lawyer to sign the paperwork … read more
Richard - Bizlaw
Richard - Bizlaw
Juris Doctor
3,698 satisfied customers
Do all shareholders, ( 3 shareholder corporation) have the
Do all shareholders, ( 3 shareholder corporation) have the right to inspect the bank accounts? (florida corporation) … read more
Dwayne B.
Dwayne B.
Juris Doctor
28,693 satisfied customers
I need to convert my LLC to a domestick stock corporation or
Hello, I need to convert my LLC to a domestick stock corporation or domestic stock and agricultural cooperative corporation. I need help with the purpose statement. Also, what is the difference betwee… read more
Damien Bosco
Damien Bosco
3,388 satisfied customers
Is there a benefit to having a corporation own multiple
Is there a benefit to having a corporation own multiple LLCs? Or is one corporation doing multiple businesses a better way?… read more
Roy Hadavi
Roy Hadavi
Attorney
Juris Doctorate
996 satisfied customers
My S corporation is a member of an LLC which has other
My S corporation is a member of an LLC which has other members in it as well. Can my S corporation be the listed manager of the LLC in Illinois? All the members agree to having the S Corporation as th… read more
RGMacEsq
RGMacEsq
Attorney
Doctoral Degree
751 satisfied customers
We have bussiness corporate company, not LLC. Can child
We have bussiness corporate company, not LLC. Can child support take money from bussiness account which havw my partners name on as well? … read more
RGMacEsq
RGMacEsq
Attorney
Doctoral Degree
751 satisfied customers
Is shareholder approval required to move a corporation out
Is shareholder approval required to move a corporation out of Nevada? We did a conversion to Colorado before our new annual list of officers and directors and business license was due. I think that is… read more
Ray
Ray
Lawyer
Doctoral Degree
30,865 satisfied customers
LLC taxed as an SCorp. Question, Corporate Binder (Charter)
LLC taxed as an SCorp. Question, Corporate Binder (Charter) should it contain LLC documents or S-Corp Documents? For example, LLC Kits contains Operating Agreement, Membership Certificates....Where as… read more
TaxAttorneytoHelp
TaxAttorneytoHelp
Owner
Doctoral Degree
2,542 satisfied customers
Can a corporate board require shareholder participation in,
can a corporate board require shareholder participation in, and personal guaranty of, future corporate loans against the wishes of the individual shareholder… read more
TaxAttorneytoHelp
TaxAttorneytoHelp
Owner
Doctoral Degree
2,542 satisfied customers

DISCLAIMER: Answers from Experts on JustAnswer are not substitutes for the advice of an attorney. JustAnswer is a public forum and questions and responses are not private or confidential or protected by the attorney-client privilege. The Expert above is not your attorney, and the response above is not legal advice. You should not read this response to propose specific action or address specific circumstances, but only to give you a sense of general principles of law that might affect the situation you describe. Application of these general principles to particular circumstances must be done by a lawyer who has spoken with you in confidence, learned all relevant information, and explored various options. Before acting on these general principles, you should hire a lawyer licensed to practice law in the jurisdiction to which your question pertains.

The responses above are from individual Experts, not JustAnswer. The site and services are provided “as is”. To view the verified credential of an Expert, click on the “Verified” symbol in the Expert’s profile. This site is not for emergency questions which should be directed immediately by telephone or in-person to qualified professionals. Please carefully read the Terms of Service (last updated February 8, 2012).

DISCLAIMER: Answers from Experts on JustAnswer are not substitutes for the advice of an attorney. JustAnswer is a public forum and questions and responses are not private or confidential or protected by the attorney-client privilege. The Expert above is not your attorney, and the response above is not legal advice. You should not read this response to propose specific action or address specific circumstances, but only to give you a sense of general principles of law that might affect the situation you describe. Application of these general principles to particular circumstances must be done by a lawyer who has spoken with you in confidence, learned all relevant information, and explored various options. Before acting on these general principles, you should hire a lawyer licensed to practice law in the jurisdiction to which your question pertains.

The responses above are from individual Experts, not JustAnswer. The site and services are provided “as is”. To view the verified credential of an Expert, click on the “Verified” symbol in the Expert’s profile. This site is not for emergency questions which should be directed immediately by telephone or in-person to qualified professionals. Please carefully read the Terms of Service (last updated February 8, 2012).

Show MoreShow Less

Ask Your Question

x