How to dissolve a Pennsylvania Corporation

How do you dissolve a Pennsylvania Corporation?

To dissolve your corporation in Pennsylvania, you provide the completed Articles of Dissolution-Domestic (DSCB: 15-1977/5877) form to the Department of State, Corporation Bureau, by mail or in person. You may fax file if you have a customer deposit account with the Bureau. A Tax Clearance Certificate must be included with the Articles of Dissolution.

Also, a notice must be published one time in two newspapers in the county of its registered office, unless there is only one newspaper in the county. No proof of publication is required by the Bureau. Articles of Dissolution by Shareholders may be filed if the corporation has not yet commenced business.

A dissolved corporation may not carry on any business except as appropriate to wind up its business affairs.

Is there a filing fee to dissolve or cancel a Pennsylvania Corporation?

To dissolve your Pennsylvania Corporation a $70 filing fee is required.

Your registered agent in Pennsylvania may be able to help you with the dissolution process.

Do you need a Department of Revenue Tax Clearance before the Pennsylvania Secretary of State will accept your dissolution?

You must submit your Articles of Dissolution with a Tax Clearance Certificates from the Department of Revenue and from the Office of Unemployment Compensation Tax Services of the Department of Labor & Industry. An Application for Tax Clearance Certificate, Form REV-181 must be completed and sent to both Departments. Find that application at the link below.

How long does it take the state to process the filing?

After the application is submitted to Department of Revenue, it takes four weeks to receive a tax clearance certificate. The dissolution will be processed in about a week.

How long before someone can take your business name?

The corporate name may be taken as soon as the articles of dissolution are processed.

What is the penalty if you do not dissolve properly and just don’t file your annual reports?

Domestic corporations in Pennsylvania do not file annual reports; however, if they fail to file the decennial report, they lose exclusive rights to their business name.

Application for tax clearance