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Dissolve a Pennsylvania LLC or corporation

File with the Pennsylvania Department of State, after the Pennsylvania Department of Revenue and Department of Labor and Industry clear your taxes.

The catch

Revenue and Labor and Industry each clear you separately, and the Department of State will not file without both.

How to close a company in Pennsylvania

  1. Settle taxes first

    Pennsylvania charges $70 and will not move until two agencies say your taxes are settled.

  2. Wind up the business

    Hold the vote your governing documents and Pennsylvania law require. Pay or set aside what you owe, in the order your lawyer advises.

  3. File with the Pennsylvania Department of State

    LLC: DSCB:15-8872(f), DSCB:15-8872(b2i), $70. corporation: DSCB:15-1977/5977, $70.

  4. Pick how to file

    Online or by mail. No fixed time is published.

  5. Check your records

    Before you close accounts or delete Slack, work out what you must keep and whether a buyer may want it.

Facts and sources

Pennsylvania dissolution facts, each with a link to its source
FactWhat we foundSource
Filing office

Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations, (717) 787-1057

Pennsylvania Department of State
corporation: dissolve

DSCB:15-1977/5977: Articles of Dissolution - Domestic Corporation (business or nonprofit)

Fee: $70. Nonrefundable. The form says the tax clearance certificates and any needed government approvals travel with it.

Full notes

How to file: The form says it may be submitted online through the corporations.pa.gov system, and that the paper form and attachments go to P.O. Box 8722, Harrisburg. The One-Stop Shop page says online filing needs a user profile.

pa.gov
LLC: terminate

DSCB:15-8872(f): Certificate of Termination - Domestic Limited Liability Company

Fee: $70. This is the filing that ends the LLC. Per the instructions it cannot be filed without tax clearance certificates from the Departments of Revenue and Labor and Industry.

Full notes

How to file: Same online system and Harrisburg mailing address as the corporation form.

pa.gov
LLC: dissolve

DSCB:15-8872(b2i): Certificate of Dissolution - Domestic Limited Liability Company

Fee: $70. The form warns that it does not end the LLC or remove it from the active rolls. Use the certificate of termination for that.

How to file: Same system as the other forms.

pa.gov
Tax clearance

Yes. Pennsylvania Department of Revenue and Department of Labor and Industry.

Application for Tax Clearance Certificate

Form REV-181

pa.govpa.govpa.gov
Before you file
  • Corporation: proposal to dissolve adopted by shareholders or by directors and shareholders (box on the form)
  • Corporation: check the box on how liabilities were handled and that remaining assets were distributed
Full notes
  • Corporation: mail notice of winding up by certified or registered mail to each known creditor, claimant and the municipality of the registered office or principal place of business
  • Both Pennsylvania tax clearance certificates in hand before filing
pa.gov
Reports and final return

Revenue instructions tell domestic corporations to file corporate tax reports through the date business activities ceased.

pa.gov
How long it takes

Varies. No fixed time is published.

No official page says
Other tax stops
  • Pennsylvania Department of Revenue, Bureau of Compliance: REV-181 corporate clearance, P.O. Box 280947, Harrisburg
  • Pennsylvania Department of Labor and Industry, Office of Unemployment Compensation Tax Services: Second copy of REV-181 for the labor clearance
pa.gov

Fees and form numbers change, so check the source before you file.

A checklist can keep you from forgetting things. It cannot tell you what your state requires today. Have your lawyer or CPA look at it before you rely on it. Vaultfish helps you run the process. We are not lawyers and this is not legal advice. If you need counsel who knows this area, we can point you to one. Ask for a referral

Questions people ask

How much does it cost to close a Pennsylvania LLC or corporation?

LLC (DSCB:15-8872(f), DSCB:15-8872(b2i)): $70. corporation (DSCB:15-1977/5977): $70. Fees change, so check the source link before you pay.

Do I need tax clearance to close a Pennsylvania company?

Yes. Revenue and Labor and Industry each clear you separately, and the Department of State will not file without both.

Where do I file in Pennsylvania?

File with the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations. You can file online or by mail.

How long does it take to close a company in Pennsylvania?

Pennsylvania publishes no fixed processing time that we could find.

What happens to my Slack, email and CRM when I close?

Closing the company does not decide what happens to your records. Keep what tax and payroll rules ask for. The IRS gives retention periods on its site. Then check what the rest could be worth before you delete it.

Is this legal advice?

No. We read the state pages so you don't have to, then link to them so you can check our work. Have your lawyer or CPA read it too. They like that.