How to Dissolve an LLC in Pennsylvania

There can be a number of situations in which you could find it necessary to dissolve your Pennsylvania limited liability company.

Maybe the business is no longer run in a way that supports your intended aims or vision. Maybe you’ve decided to sell your business and need to terminate the LLC. Or, perhaps you’ve simply encountered too many roadblocks and have decided it’s time to move on. In Pennsylvania, dissolving an LLC may be a difficult procedure. But this guide will enable you to easily and efficiently dissolve Pennsylvania LLC while meeting all the legal requirements. We’ll walk you through the steps involved in dissolving an LLC in Pennsylvania.

How to Dissolve an LLC in Pennsylvania: Step By Step

Pennsylvania law requires the filing of a “Certificate of Dissolution” with the Pennsylvania Department of State in order to dissolve a limited liability company. You also need to provide notice to all interested parties, including creditors, and pay off any outstanding debts and liabilities. Distribute any remaining LLC assets to the members. Wind up the LLC’s affairs, cancel business licenses and permits, pay minimum business taxes, and file a final tax return with the Pennsylvania Department of Revenue. Proper dissolution of your LLC in Pennsylvania can be done by following the procedures set out in the operating agreement. Now let’s understand every step of dissolving an LLC in Pennsylvania in detail.

Step #1: File Dissolution Certificate

Dissolution of the LLC is endorsed by a written agreement signed by all members. File a Certificate of dissolution with the Pennsylvania Department of State. This form requires the LLC name, the date of dissolution, and the names and signatures of all LLC members. Also, the registered agent’s name and signature. The filing fee for a certificate of dissolution is $70. You can download a form copy from the website of the Pennsylvania Department of State and submit it by mail, in-person, or fax.

What is the Pennsylvania LLC Certificate of Cancellation?

If you want to dissolve your Pennsylvania limited liability company, you will need to submit a Certificate of Cancellation to the state. The following details must be included in the Cancellation Certificate:
  • The details of your limited liability company, such as its name and registration number.
  •  The name of the resident agent.
  • The address and terms of the LLC managers and members.
  • The effective date of LLC dissolution.
This form also needs to provide the notice of dissolution to members and managers. And, if necessary, a public declaration of the Limited Liability Company’s dissolution. However, the dissolution notice for members and managers is provided in any form. It does not have to include a Certificate of Cancellation. And you can offer the dissolution notice via email to the members and managers.

Step #2: Cancel LLC License and Permits

If you have a business license or permit, you must cancel it with the Department of State-Pennsylvania. Or you can cancel your request online, by mail, or in person.

Step #3: Inform The Creditors

You should notify all creditors about your Limited Liability Company dissolution.

Step #4: Close All LLC Bank Accounts

You will need to close your Limited Liability Company business bank accounts. Also, be sure you abide by the terms of your Pennsylvania LLC Operating Agreement.

Step #5: File the Final Tax Return

You must close your business tax accounts and file your final tax return with the Pennsylvania Department of Revenue. You can file your return online, by mail, or in person. Tax clearance certificates are not required to dissolve LLCs in Pennsylvania. However, you can get a tax clearance certificate by submitting Form REV-181.

Step #6: Cancel your Employee ID Number

If you have an Employee Identification Number, you must cancel it with the Internal Revenue Service. Or you can cancel your EIN online, by mail, or by fax.

Steps to File Your Pennsylvania LLC Articles of Dissolution

To file articles of dissolution of an LLC in Pennsylvania, you’ve to follow the below-mentioned steps in order:
  • You must first submit articles of dissolution to the Pennsylvania Department of State.
  • To notify creditors about dissolution, publish a notice in a newspaper, or send direct information to creditors.
  • To distribute assets to LLC members. It must be in a written agreement between the members of an LLC.
  • The fourth and final step is to file a final tax return with the Pennsylvania Department of Revenue.

Reasons To Dissolve an LLC in Pennsylvania

To dissolve a Pennsylvania LLC, you will no longer be subject to state taxes or annual reports. You may want to dissolve your LLC if you are no longer conducting business or generating revenue. However, a few grounds must be considered when dissolving LLCs in Pennsylvania. Some common reasons include the following: 1.    The Limited Liability Company is no longer profitable. 2.    The members of the LLC can no longer work together. 3.    The Limited Liability Company has been sued. 4.    The LLC is involved in illegal or fraudulent activity.

Reason For Involuntary Dissolution In Pennsylvania

There are some reasons why a Pennsylvania court may order the involuntary dissolution of an LLC, including:
  • The Limited Liability Company is insolvent or has inadequate assets to pay off business debts.
  • The members or managers of LLC have committed illegal, fraudulent, or oppressive actions against the creditors.
  • The LLC has engaged in illegal or fraudulent actions.
  • The members or managers fail to perform their duties in good faith or have committed gross mismanagement of the LLC.

Can You Revive a Dissolved LLC in Pennsylvania?

If your LLC is dissolved, you can revive it by filing a Certificate of Revival with the Pennsylvania Secretary of State. The member or manager must sign the Certificate of Revival. The document specifies the LLC’s name, registration number, and revival date. The Certificate of Revival must have the original signatures of the member or manager and cannot file online.

Here’s How Goodbye Startup Can Make It Easier For You to Dissolve an LLC in Pennsylvania Without Any Hassle

If this is your first time dissolving an LLC in Pennsylvania, you should know that the procedure may be lengthy and complex. The process of dissolving a Pennsylvania LLC requires a large amount of documentation. You can squander a lot of time and money if you make a mistake. It is recommended that you seek professional help. The professionals at Goodbye Startup provide a service to dissolve an LLC in Pennsylvania, saving you both time and money. They will complete the necessary paperwork to dissolve your Pennsylvania LLC while ensuring that you meet all legal requirements. Experts at Goodbye Startup assist Pennsylvania business owners in closing down their businesses in accordance with applicable federal and state regulations. If you contact them, they will help you dissolve your LLC in a manner that is compliant with the law. Schedule a Free Consultation Call With Experts at Goodbye Startup by clicking here.

Final Thoughts: How to Dissolve an LLC in Pennsylvania?

Filing the Certificate of Dissolution to the Pennsylvania Department of State will officially end your limited liability company’s existence. However, the law governing the dissolution of a Limited Liability Company is complex. So you should consult with an expert to ensure that you comply with all the requirements to dissolve your Limited Liability Company.
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