Delaware LLC Administrative Dissolution

A Delaware LLC is cancelled/voided for failure to pay franchise taxes three years after the date on which the unpaid franchise taxes were due. Please note that a cancelled/voided LLC is not "dissolved." In order to dissolve an LLC that has been cancelled/voided, the LLC must first be revived by payment of past due taxes and penalties and the filing of a Certificate of Revival with the Delaware Secretary of State. After it has been revived, dissolution of the LLC is governed by its operating agreement and by statute.

I agree with my colleague Mr. Messa. I would add the following: Delaware requires the payment of the franchise tax each year regardless of whether the LLC earns income. In order to comply with the law, you would be required to pay back franchise taxes (together with late fees, interest, etc.). To avoid incurring future franchise taxes you would be legally required to formally dissolve the LLC. See generally 6 Del. C. s 1107. Failure to pay franchise tax for three years causes the LLC to automatically dissolve by operation of law. 6 Del. C. s 1108. This is what you mean, I think, by "abandoning" it. Franchise tax due and owing is considered a debt of the company, and the state has various powers available to it in collecting its due. See 6 Del. C. 1107(g)-(j). The power of the state to collect past-due franchise tax from the personal assets of a member or manager, however, is strictly limited under 6 Del. C. 1107(n). It's possible depending on the circumstances that the State could attempt to collect past-due franchise taxes from a member, and the chances of this happening and/or being successful depend on a large number of factors that can't be addressed here. I have never heard of this happening in Delaware (it does routinely happen in some other states, like California).