Ask HN: Are founders personally liable if failed DE c-corp owes franchise taxes?

7 pointsby sirteno12 ปีที่แล้ว3 comments

We've arrived at the difficult decision of shutting down our company, a Delaware c-corporation. However, we have outstanding franchise tax liabilities for the last fiscal year with the State of Delaware that the company cannot cover (it’s insolvent) and that I rather not pay for personally. Reviewing the requirements for a formal dissolution in 8 Delaware Code §277 (http://delcode.delaware.gov/title8/c001/sc10/index.shtml) it says that Franchise taxes have to be paid by the corporation before the Corporation can be dissolved.

I am assessing whether a formal wind-down (including settling company's tax liability) is the best course of action or whether we could pursue a hands-off approach and allow the Secretary of State to repeal the charter.

Any advice would be greatly appreciated!

3 comments

tptacek12 ปีที่แล้ว

You need to talk to an accountant or a lawyer, because it depends. At least as far as Delaware is concerned, the meeting with the accountant will probably suffice to prevent you from having to pay anything to Delaware.

chadkruse12 ปีที่แล้ว

Assuming you have a strong business-minded attorney and a good relationship with them, ask them in an email. Skip the meeting (expensive). The answer, like most legal items, is complicated, but a good attorney can help you wade through it with a two-line email response. You just need to ask it the right way.

In case it helps, here's the full email last time I had this issue:

> Quick question...should I bother to formally dissolve [company]? We've all moved on to other projects so I'm going to officially add [company] to the deadpool. No more work will be done on it (although we might open source a few components for the greater good), and there's $90 left in the bank account...probably enough to pay for this email :)

sirteno12 ปีที่แล้ว

Thanks. That's what I ended up doing.. Luckily we had great legal council and the partner was kind enough to respond despite the outstanding legal bills we weren't able to settle!

For those interested this is the advice he gave us:

""just turn off the lights", do nothing. In order to formally dissolve, the corporation must pay all franchise taxes and "provide for payment of all liabilities". It costs too much to formally dissolve. There is no founder, officer or director liability to just ceasing business. Let the state dissolve the company. Also, there are no restrictions in starting a company later."