No corporation shall be dissolved, merged, transferred (without continuing its existence as a corporation of this State) or converted under this chapter until:
(1) All franchise taxes due to or assessable by the State including all franchise taxes due or which would be due or assessable for the entire calendar month during which such dissolution, merger, transfer or conversion becomes effective have been paid by the corporation; and
(2) All annual franchise tax reports including a final annual franchise tax report for the year in which such dissolution, merger, transfer or conversion becomes effective have been filed by the corporation;
notwithstanding the foregoing, if the Secretary of State certifies that an instrument to effect a dissolution, merger, transfer or conversion has been filed in the Secretary of State's office, such corporation shall be dissolved, merged, transferred or converted at the effective time of such instrument.
Structure Delaware Code
Chapter 1. GENERAL CORPORATION LAW
Subchapter X. Sale of Assets, Dissolution and Winding Up
§ 271. Sale, lease or exchange of assets; consideration; procedure.
§ 272. Mortgage or pledge of assets.
§ 273. Dissolution of joint venture corporation having 2 stockholders.
§ 274. Dissolution before issuance of shares or beginning of business; procedure.
§ 275. Dissolution generally; procedure.
§ 276. Dissolution of nonstock corporation; procedure.
§ 277. Payment of franchise taxes before dissolution, merger, transfer or conversion.
§ 278. Continuation of corporation after dissolution for purposes of suit and winding up affairs.
§ 279. Trustees or receivers for dissolved corporations; appointment; powers; duties.
§ 280. Notice to claimants; filing of claims.
§ 281. Payment and distribution to claimants and stockholders.
§ 282. Liability of stockholders of dissolved corporations.
§ 284. Revocation or forfeiture of charter; proceedings.
§ 285. Dissolution or forfeiture of charter by decree of court; filing.