How to withdraw a foreign Pennsylvania LLC or corporation business with the Secretary of StateWe’re Just Not Annoying®
PENNSYLVANIA DEPARTMENT OF STATE CERTIFICATE OF AUTHORITY CANCELLATION REQUIREMENTS AND INSTRUCTIONS
How to withdraw your foreign Pennsylvania Limited Liability Company or Pennsylvania Corporation Certificate of Authority:
Limited Liability Company authorized to do business in Pennsylvania:
To withdraw or cancel your foreign LLC in Pennsylvania, you provide the completed Certificate of Cancellation of Registration-Foreign (DSCB: 15-8586) form to the Department of State by mail, in person, or online, along with the filing fee. A Department of Revenue Tax Clearance Certificate must be attached also.
Corporation authorized to do business in Pennsylvania:
To withdraw or cancel your foreign corporation in Pennsylvania, you provide the completed Application for Termination of Authority Foreign Corporation (DSCB: 15-4129/6129) form to the Department of State by mail, in person, or online, along with the filing fee. Attach a Tax Clearance Certificate from the Department of Revenue.
How much does it cost to cancel your out of state registration with Pennsylvania?
To withdraw/cancel your foreign Limited Liability Company in Pennsylvania, there is a $70 filing fee required.
To withdraw/cancel your foreign Pennsylvania Corporation the filing fee is $70.
Do you need an Pennsylvania Department of Revenue clearance first?
To terminate your foreign PA LLC, in addition to the filing fee and completed form, you will need a tax clearance certificate from the Department of Revenue and from the Bureau of Employment Security of the Department of Labor and Industry evidencing payment of all taxes and charges payable to the state. Submit an Application for Tax Clearance Certificate (REV-181) to the PA Department of Revenue, and send a copy of the application to the Department of Labor and Industry. You may download the application from the link below.
How long does it take the state to process the withdrawal filing?
The Department of Revenue and the Department of Labor and Industry take approximately four weeks to furnish the Tax Clearance Certificates after the application is submitted. Then the Department of State will process your termination in one week.
What agency do you need to file the withdrawal with?
Send your Tax Clearance Application to:
Pennsylvania Department of Revenue
P.O. Box 280502
Harrisburg, PA 17128-0502
Phone: (717) 783-6055
PA Department of Labor and Industry
651 Boas Street
Harrisburg, PA 17121
Phone: (717) 787-5279
Once you have the tax clearance certificate:
Pennsylvania Department of State
PO Box 8722
Harrisburg, PA 17105-8722
Phone: (717) 787-1057
Fax: (717) 783-2244
What happens if you don’t file a cancellation and just let your annual report filings go unfiled?
Pennsylvania does not have annual reports for business corporations or LLCs. Partnerships and professional LLCs must file a Certificate of Annual Registration(DSCB: 15-8221/8998). Failure to file the annual registration by April 15th will result in a lien on the assets of the partnership or the professional company for the owed fee. If the annual registration is not filed by May 15th, a penalty of $500 will be assessed, which will be a second lien on the assets of the partnership or company.
If you just don’t file an annual report, how long before you lose your Certificate of Good Standing?
Pennsylvania has a Decennial Report of Association Continued Existence that all corporations and LLCs are required to file, and it is due every ten years in the years ending with the numeral “1.” Failure to file your decennial report will result in your business name being available to any entity registering to do business in Pennsylvania.
What are the late fees and penalties to re-register if you didn’t file a withdrawal correctly?
There are no penalties, but if your withdrawal is rejected for improper filing, you will need to make corrections and refile promptly or you will have to pay another filing fee.
If you would like to resign as Pennsylvania agent of a withdrawn corporation or LLC, you may do so by filing with the Department of State.