As of January 1, 2008, Delaware corporations seeking to discontinue their corporate existence in Delaware, either through dissolution, merger or conversion, must be current in (a) filing their Annual Franchise Tax Reports (“Annual Reports”) and (b) payment of any required franchise tax (this is not a new requirement). The State of Delaware will reject any dissolution, merger or conversion filing if the Delaware corporation that is dissolving, merging out of existence, or converting to an entity not subject to the Delaware Franchise Tax has not filed all of its Annual Reports and paid all of the required franchise tax due up to the time in which the dissolution, merger or conversion is to become effective.
