How to Dissolve (Close) an LLC in Pennsylvania

If you have a limited liability company (LLC) in Pennsylvania, you may need to shut down the business at some point. Maybe you’ve started another company or decided to relocate to another state — whatever the reason, you’ll need to follow the somewhat complicated LLC dissolution process. 

If done incorrectly, you’ll still be responsible for annual reports and fees and could face additional penalties. But, lucky for you, this handy guide explains how to dissolve an LLC in Pennsylvania. 

Properly shutting down an LLC involves several crucial steps, as detailed below.  

1. Vote for Dissolution

LLC owners must vote to dissolve the LLC. Hopefully, you have an operating agreement that details the process. If not, Pennsylvania law requires consent of all members or a court order at the application of one of the members. Once this occurs, you’ll draft a resolution to dissolve the LLC. 

2. Cancel Business Licenses and Permits

If you were required to get licenses and permits for your business, you’d need to contact the issuing agencies to cancel them so that you’re not charged renewal fees. If you have any outstanding fees, you’ll likely need to pay them before you are allowed to cancel.

3. Notify Creditors

If you owe money to any creditors, you’ll need to notify them in writing of the dissolution and give them detailed instructions on filing any claims for the outstanding debt. In Pennsylvania, claims must be filed by the deadline set by the LLC owner, which must be at least 120 days from receipt of the notice. 

In Pennsylvania, this must be done before you formally dissolve your LLC with the state.

4. Notify Tax Departments

Notify any relevant tax authorities of the dissolution and pay any outstanding taxes due.

5. Cancel Contracts and Settle Financial Obligations

If you have contracts with vendors, lessors, or any other outstanding financial obligations, you’ll need to ensure all your obligations are fulfilled and all contracts are canceled. 

6. Distribute Assets to Members

If the LLC has any assets remaining in any form after all financial obligations have been settled, they must be distributed to members based on LLC ownership percentages. If the assets are equipment, property, or other non-cash assets, they’ll need to be sold first so distributions can be made in cash. 

7. File the Dissolution Papers with Pennsylvania

In Pennsylvania, officially dissolving your LLC is the first to file a certificate of dissolution. This should be done when the determination to dissolve was initially made and the resolution to dissolve the LLC was drafted.

You’ll download the form, fill it out, and mail it to:

Pennsylvania Department of State
Bureau of Corporations and Charitable Organizations
P.O. Box 8722
Harrisburg, PA 17105-8722

The fee for filing the dissolution papers in Pennsylvania is $70.

Once you’ve completed all the steps to wind up and dissolve your LLC, you’ll need to file a certificate of termination. Then, again, you’ll download the form and fill it out. 

You’ll need to attach tax clearance certificates from the Department of Revenue and Labor and Industry stating that all taxes have been paid.

You’ll mail the form to the address specified above. The fee for filing this form is $70.

In Closing

Regardless of the reason, LLC dissolution must be done right to avoid legal issues and financial penalties. Therefore, it’s highly recommended that you employ the services of an attorney to ensure everything is done correctly and all bases are covered.