Dissolving a company in Pennsylvania
The state-level facts for closing an LLC or corporation in Pennsylvania: the dissolution filing, its fee, whether tax clearance comes first, and the tax obligations that keep accruing until the filing is accepted. Every fact links to the official government source it was read from.
Pennsylvania LLC
- Dissolution filing
- Certificate of Termination (domestic LLC, 15 Pa.C.S. Section 8872(f)) (DSCB:15-8872(f)) — filed with the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations. (official source)
- Filing fee
- $70 (official source)
- Tax clearance before filing
- Tax clearance certificates from both the PA Department of Revenue and the PA Department of Labor & Industry (Application Form REV-181, filed with each agency) must accompany the Certificate of Termination per 15 Pa.C.S. Section 139. (official source)
- Pennsylvania annual report (DSCB:15-146, required since 2025)
- File any annual report already due before terminating; LLC annual reports are $7 and due January 1 through September 30 each year, filed online at file.dos.pa.gov. (official source)
- Final state return
- All Pennsylvania tax obligations (taxes, interest, penalties, fees, charges) must be satisfied and final returns filed before the Department of Revenue will issue the clearance certificate; entities not subject to PA corporate taxes still must file the REV-181 application. (official source)
Worth knowing
- Pennsylvania requires tax clearance certificates from two separate agencies (Department of Revenue and Department of Labor & Industry) attached to the termination filing; each gets its own signed copy of Form REV-181, and entities with no PA tax accounts must still apply.
- Pennsylvania has both a Certificate of Dissolution and a Certificate of Termination for LLCs; only the Certificate of Termination (DSCB:15-8872(f)) removes the LLC from the rolls of active associations.
- Foreign LLC withdrawal also requires the dual tax clearance certificates, with a single narrow exception for certain merger situations (15 Pa.C.S. Section 139).
- The new annual report requirement began in 2025 ($7, due by September 30 for LLCs); administrative dissolution for non-filing begins with reports due in 2027, and a dissolved entity's name becomes available to others.
- Filing fees are nonrefundable even if the filing is rejected; checks must be commercially pre-printed with the account holder's name and address.
Pennsylvania corporation
- Dissolution filing
- Articles of Dissolution (domestic business corporation, 15 Pa.C.S. Section 1977) (DSCB:15-1977/5977) — filed with the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations. (official source)
- Filing fee
- $70 (official source)
- Tax clearance before filing
- Tax clearance certificates from the PA Department of Revenue and from the PA Department of Labor & Industry (Application Form REV-181, filed with each agency) must accompany the Articles of Dissolution. (official source)
- Corporate net income tax plus the Pennsylvania annual report (DSCB:15-146)
- Satisfy all corporate net income tax obligations (final report) before clearance is issued, and file any annual report already due; corporation annual reports are $7 and due January 1 through June 30 each year at file.dos.pa.gov. (official source)
- Final state return
- All Pennsylvania tax obligations, including corporate net income tax, must be satisfied with final reports filed before the Department of Revenue will issue the clearance certificate. (official source)
Worth knowing
- Dual tax clearance (Department of Revenue plus Department of Labor & Industry, each via its own signed copy of Form REV-181) must be obtained first and attached; the dissolution cannot be filed without the certificates.
- Foreign corporation withdrawal also requires the dual tax clearance certificates, with a single narrow exception for certain merger situations (15 Pa.C.S. Section 139).
- The new annual report requirement began in 2025 ($7, due by June 30 for corporations); administrative dissolution for non-filing begins with reports due in 2027, and a dissolved entity's name becomes available to others.
- Filing fees are nonrefundable even if the filing is rejected; the Bureau does not accept cash or credit cards for standard paper filings (credit cards are accepted for expedited service only).
- One shared form (DSCB:15-1977/5977) covers both business and nonprofit corporation dissolution; use the business-corporation checkbox.
Closing a company is more than the state filing — payroll accounts, sales-tax permits, franchise-tax finals, federal returns, and creditor notices all have their own order and deadlines. A Winddown runbook sequences all of it for your specific company, with drafted consents and creditor notices included.
Sourced from the official pages linked above; facts we could not verify against an official source are shown as links rather than numbers. Requirements and fees change — the linked pages are authoritative. General information, not legal or tax advice.