It sounds like Franchise Tax associated with annual returns is payable by the corporation, not you personally. From 8 Delaware Code §503: "All corporations acc

It sounds like Franchise Tax associated with annual returns is payable by the corporation, not you personally. From 8 Delaware Code §503: "All corporations accepting the provisions of the Constitution of this State and coming under Chapter 1 of this title, and all corporations which have heretofore filed or may hereafter file a certificate of incorporation under said chapter, shall pay ...". http://delcode.delaware.gov/title8/c005/index.shtml http://delcode.delaware.gov/title8/c005/index.shtml It is 8 Delaware Code §277 (http://delcode.delaware.gov/title8/c001/sc10/index.shtml http://delcode.delaware.gov/title8/c001/sc10/index.shtml) which says that Franchise taxes have to be paid by the corporation before the Corporation can be dissolved. It sounds like the corporation is behind on franchise tax, and so is therefore insolvent - it has liabilities exceeding the assets. If the corporation simply doesn't pay the franchise taxes for a year, the charter will be repealed (see 8 Del C. § 511, http://delcode.delaware.gov/title8/c005/index.shtml http://delcode.delaware.gov/title8/c005/index.shtml). Expect to lose all assets owned by the corporation, including any code. IANAL, but I suggest you get advice from a lawyer or accountant about this.