Certificate of Cancellation Definition

Learn more about what a Certificate of Cancellation is in business.

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Certificate of Cancellation definition

A Certificate of Cancellation is a certificate that effectively cancels your business. It legally and formally indicates that your company will no longer exist. Typically, a Certificate of Cancellation applies to Limited Liability Companies (LLCs). You’ll file a Certificate of Cancellation with the Secretary of State in the state where you formed your LLC. 

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A Certificate of Cancellation’s meaning becomes applicable only after your LLC has gone through the steps to shut down or dissolve. You can typically only get a Certificate of Cancellation when the business is completely dissolved. There are many things you must do first to dissolve the business. In Delaware, for example, you must deal with any outstanding lawsuits and other liabilities, close the company, and divide up all of the LLC’s remaining assets between the members. After this, you can submit a Certificate of Cancellation.

You should check with your Secretary of State before filing a Certificate of Cancellation. A Certificate of Cancellation’s business definition varies depending on the state because each state has its own requirements for shutting down your LLC. You may have to file several forms with different state agencies, such as tax agencies, before you can file a Certificate of Cancellation.

Certificate of Cancellation Benefits

A Certificate of Cancellation has benefits. One benefit is that your LLC will no longer exist. This means that you’ll no longer be responsible for operating that company. However, you may still have liabilities after the LLC is canceled. 

Certificate of Cancellation Considerations

Before filing your Certificate of Cancellation, there are some things you need to consider. First, you’ll take several steps to ensure to abide by your state’s rules for terminating your LLC. For example, you most likely need to deal with unfinished business, including paying off liabilities, lawsuits, distributing assets, and the like. This process is called the winding-up or dissolution process.

Next, you’ll check your LLC’s Operating Agreement to confirm that you’re taking the necessary procedural steps to dissolve the business. For example, you may need to arrange for a meeting of the members for a vote. The Secretary of State will ask if you followed the state’s law and your LLC Operating Agreement when you filed a Certificate of Cancellation.

Once you file a Certificate of Cancellation, your LLC will no longer exist. This means that your LLC will lose the rights, privileges, and powers of an LLC.

Other Names for a Certificate of Cancellation

There are several names that the states use for a certificate that you file with the Secretary of State when closing your LLC. A Certificate of Cancellation may also be called a Certificate of Dissolution or Articles of Dissolution.

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Summary: Certificate of Cancellation Definition

A Certificate of Cancellation is a document you file with the Secretary of State saying that you are formally closing your LLC. You’ll likely need to follow the procedures of your LLC Operating Agreement and the state’s rules for dissolving your LLC before you can file your Certificate of Cancellation.

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We can help you form a business like an LLC with our Business Formation service, and we can also guide you through the process of closing your business. Plus, our customer support team can help by answering any questions you may have about opening or closing a business — as well as any steps you need to take during the course of your company’s lifespan.

Disclaimer: The content on this page is for informational purposes only, and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.

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