What is Pennsylvania Corporation Dissolution? |
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A Pennsylvania Corporation is created when the PA Secretary of the Commonwealth approves the Articles of Incorporation.
A record of the Pennsylvania Corporation is added to the list of Corporations which have officially registered with
the Pennsylvania Secretary of the Commonwealth.
Once a Corporation is registered with the Pennsylvania Secretary of the Commonwealth, that Corporation immediately has both reporting and tax
obligations which incur penalties if the obligations are not met by the required deadlines.
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A Pennsylvania Corporation is created when the PA Secretary of the Commonwealth approves the Articles of Incorporation.
A record of the Pennsylvania Corporation is added to the list of Corporations which have officially registered with
the Pennsylvania Secretary of the Commonwealth.
Once a Corporation is registered with the Pennsylvania Secretary of the Commonwealth, that Corporation immediately has both reporting and tax
obligations which incur penalties if the obligations are not met by the required deadlines.
If you've registered a Pennsylvania Corporation with the Pennsylvania Secretary of the Commonwealth and want to cease business activities
you have to let the PA Secretary of the Commonwealth know that you intend to close your company.
Only after the PA Secretary of State has made sure that all of the obligations of the Pennsylvania Corporation have been fulfilled will
the Secretary of the Commonwealth approve of the closure of the company.
When the Pennsylvania Secretary of the Commonwealth approves the closing of a PA Corporation, that Pennsylvania Corporation is said to be
Dissolved.
The process of Dissolving a Pennsylvania Corporation is called Pennsylvania Corporation Dissolution.
Before the Pennsylvania Secretary of the Commonwealth will approve the Dissolution of a Pennsylvania Corporation that PA Corporation must obtain Tax Clearance Certificates from the Pennsylvania Department of Revenue and the PA Department of Labor and Industry.
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Why do I need to Dissolve a Pennsylvania Corporation? |
As soon as a Pennsylvania Corporation is registered with the PA Secretary of the Commonwealth, that Corporation is responsible for
recurring obligations of the Pennsylvania Secretary of the Commonwealth and the Pennsylvania Department of Revenue.
If the Pennsylvania Corporation does not file reports or pay taxes then that PA Corporation could be responsible for
penalties which go up as time goes by.
Unless you Dissolve your Pennsylvania Corporation with the Pennsylvania Secretary of the Commonwealth that PA Corporation will be responsible for
all recurring fees and penalties.
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What do I have to do to Dissolve a Pennsylvania Corporation? |
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Pennsylvania Corporation Dissolution is one part of a larger process commonly called the "Winding Up" process.
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Pennsylvania Corporation Dissolution is one part of a larger process commonly called the "Winding Up" process.
There are things you need to do before you can request approval of Corporation Dissolution from the Pennsylvania Secretary of the Commonwealth;
and things that you have to do after the PA Secretary of the Commonwealth has approved Dissolution of the Pennsylvania Corporation.
What you have to do both before and after the Pennsylvania Corporation is Dissolved largely depends on how much stock, if any, has been
issued and how much and what kind of debts and liabilities that the Pennsylvania Corporation has.
If the Pennsylvania Corporation has not commenced business then the PA Corporation Dissolution process is easier.
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What do I have to do before I Dissolve a Pennsylvania Corporation? |
Things you need to do before you Dissolve a Pennsylvania Corporation.
1. Hold a Directors meeting and record a resolution to Dissolve the Pennsylvania Corporation
2. Hold a Shareholder meeting to approve Dissolution of the Pennsylvania Corporation
3. File all required Decennial Reports with the Pennsylvania Secretary of the Commonwealth
4. File all required tax returns with the Pennsylvania Department of Revenue
5. Clear up any business debt
6. Pay all taxes and administrative fees owed by the Pennsylvania Corporation
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1. Hold a Board of Directors meeting and record a resolution to Dissolve the Pennsylvania Corporation
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If a Board of Directors has been appointed for the Pennsylvania Corporation then the Board is required to adopt a
resolution to Dissolve the PA Corporation.
Minutes of the meeting must be recorded and retained in the business records.
If the Board of Direcrtors has not been appointed then the Incorporator(s) have to apply for Dissolution of the Pennsylvania Corporation.
- We can transcribe and compile minutes or approvals into a form that is legally recognized by the Pennsylvania Secretary of the Commonwealth.
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2. Hold a Shareholder meeting to approve Dissolution of the Pennsylvania Corporation
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If a Pennsylvania Corporation has issued shares of stock then a majority of Corporate Shareholders must approve the Dissolution plan.
The approval actions should be documented and kept in the business records.
If no shares have been issued then the Pennsylvania Corporation Dissolution process is easier.
- If necessary, we can transcribe and compile minutes into a form that is legally recognized by the Pennsylvania Secretary of the Commonwealth.
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3. File all required Decennial Reports with the Pennsylvania Secretary of the Commonwealth
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The Pennsylvania Secretary of the Commonwealth will not approve the Dissolution of a PA Corporation until all required
reports have been filed.
- We can file any required Decennial Report with the PA Secretary of the Commonwealth.
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4. File all required tax returns with the Pennsylvania Department of Revenue
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The Pennsylvania Secretary of the Commonwealth will not approve the Dissolution of any PA Corporation until that Corporation has
fulfilled all its tax obligations with the Pennsylvania Department of Revenue.
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5. Clear up any business debts
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All creditors of a Pennsylvania Corporation should be given notice of the pending Corporation Dissolution.
Each creditor should be given a mailing address to which they may submit claims as well as a deadline by which claims may
be submitted.
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6. Pay all taxes and administrative fees owed by the Pennsylvania Corporation
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The Pennsylvania Secretary of the Commonwealth will definitely not approve the Dissolution of a Pennsylvania Corporation until all
outstanding taxes and applicable registration and administrative fees have been paid.
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What do I have to do after I Dissolve a Pennsylvania Corporation? |
Things you have to do after you Incorporate in Pennsylvania.
1. Distribute all remaining assets of the Pennsylvania Corporation
2. Close all business bank accounts of the Pennsylvania Corporation
3. Cancel all local business licenses and permits
4. File Form 966 with the IRS
5. Cancel the IRS account associated with the PA Corporation's Federal Tax ID (EIN)
6. Publish a Notice of Dissolution of the Pennsylvania Corporation
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1. Distribute all remaining assets of the Pennsylvania Corporation
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If the Pennsylvania Corporation has any remaining assets, these may be divided according to the Shareholders' ownership interests
in the PA Corporation.
All distributions to Corporate Shareholders must be reported to the IRS.
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2. Close all business bank accounts of the Pennsylvania Corporation
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If there are any business accounts that have been opened for the Pennsylvania Corporation then those accounts must be closed.
If Corporate business accounts are left open there may be liability and obligations of the Dissolved Pennsylvania Corporation which could
lead to legal problems.
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3. Cancel all local business licenses and permits of the PA Corporation
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If the Pennsylvania Corporation has obtained any state, regional, county or city business licenses or permits, each
of those must be cancelled to avoid any reporting or fiscal obligations of the Pennsylvania Corporation.
This includes business registration licenses as well as reseller permits.
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4. File IRS Form 966
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All Dissolved Pennsylvania Corporations must file IRS Form 966 with the US Internal Revenue Service.
This filing is required within 30 days after the final Dissolution plan is approved.
Filing IRS Form 966 lets the Federal Government know that the Pennsylvania Corporation has been legally Dissolved
so that it may take the appropriate actions.
- We can prepare IRS Form 966 for you to file.
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5. Cancel the IRS account associated with the PA Corporation's Federal Tax ID (EIN)
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A Federal Tax ID, or Federal Employer Identification Number (EIN), is like the Social Security Number for the Pennsylvania Corporation.
Once the IRS links an EIN to a Pennsylvania Corporation, that EIN stays with the Pennsylvania Corporation even after the Company has been Dissolved by the
Pennsylvania Secretary of the Commonwealth.
When the IRS processes the final tax return for the Pennsylvania Corporation, they automatically make the EIN inactive.
However, the account associated with the EIN is not automatically closed.
Closing the account associated with the EIN lessens the likelihood of any problems with the EIN account, or with the IRS, in the future.
If you should decide to revivie the Pennsylvania Corporation down the line the IRS will reactivate the old EIN for your new Business.
Before a Pennsylvania Corporation can close an EIN account, it must be in Good Standing with the IRS.
The Pennsylvania Corporation must have filed all required tax returns and paid any applicable fees and penalties due to the IRS.
The Pennsylvania Corporation cannot close its EIN account until the IRS has received payment for any tax amounts the Company may owe.
- We can prepare the formal documents which you can sign and submit to the IRS in order to close the account
associated with your EIN.
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6. Publish a Notice of Dissolution of the Pennsylvania Corporation
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A Pennsylvania Corporation is required to publish a Notice of Dissolution one time in a legal journal or in two newspapers of general circulation in the Pennsylvania county where the PA Corporation's registered office is located.
- We can prepare a Notice of Dissolution and make sure it gets published according to the PA Secretary of the Commonwealth's rules.
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How long does it take to Dissolve a Pennsylvania Corporation? |
The time it takes to Dissolve a Pennsylvania Corporation varies depending on how long it takes to complete the actions that are
required in each specific case - holding meetings, closing accounts, distributing assets, etc.
Once the initial actions are completed, the Pennsylvania Secretary of the Commonwealth usually takes around 5 business weeks to process the Articles of Dissolution.
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The time it takes to Dissolve a Pennsylvania Corporation varies depending on how long it takes to complete the actions that are
required in each specific case - holding meetings, closing accounts, distributing assets, etc.
The Pennsylvania Secretary of the Commonwealth requires a Tax Clearance Certificate from the PA Department of Revenue before it will aprove the
Dissolution of a Pennsylvania Corporation.
The time it takes the PA Department of Revenue to process a request for a Tax Clearance Certificate depends on the tax status of the
Pennsylvania Corporation.
In some cases it could take 5-6 weeks to get a Tax Clearance Certificate from the Pennsylvania Department of Revenue.
Once the initial actions are completed, the Pennsylvania Secretary of the Commonwealth usually takes around 5 business weeks to process the Articles of Dissolution.
Processing times for Pennsylvania Corporation Dissolution filings vary depending on the work load of the
Secretary of the Commonwealth's staff.
We've found that normal processing of Pennsylvania Dissolution filings takes the state around 5 business weeks.
PLEASE NOTE: WE CANNOT GUARANTEE PENNSYLVANIA SECRETARY OF THE COMMONWEALTH OR PENNSYLVANIA DEPARTMENT OF REVENUE PROCESSING TIMES.
We are dependent on, and have no control over, the staff and systems of the Pennsylvania Secretary of the Commonwealth or Pennsylvania Department of Revenue.
In our experience 5 business weeks is the time it usually takes the Pennsylvania
Secretary of the Commonwealth to process a Pennsylvania Dissolution filing.
We get your Pennsylvania Corporation Dissolution filing to the PA Secretary of the Commonwealth ASAP.
Once it is at the state we have no control over the Pennsylvania Dissolution approval process.
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How much does it cost to Dissolve a Corporation in Pennsylvania? |
The total cost to Dissolve a Pennsylvania Corporation varies depending on exactly what is required for each specific
PA Dissolution.
We charge $249.00 plus any state fees for our Pennsylvania Corporation Dissolution services. This includes:
- Same day processing
- Transcribe minutes of Board of Directors meeting which proposes Dissolution
- Transcribe minutes of Shareholders meeting at which Dissolution was approved
- Prepare and file Articles of Dissolution with the Pennsylvania Secretary of State
- Prepare US IRS Form 966 for you to sign and file
- Prepare documents to cancel Federal EIN account
- Certified copy of Dissolution filing from PA Secretary of State
- Priority Mail Delivery of all documents
- Unlimited Customer Support
We also offer these Pennsylvania Corporation Dissolution services separately as explained on the right side of this web page.
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What do I have to do if I want to Dissolve a Foreign Corporation that is tied to a PA Domestic Corporation? |
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If there are Foreign Corporations in states other than Pennsylvania that are tied to the Domestic Pennsylvania Corporation then
each of those Foreign Corporations must be Dissolved before the Pennsylvania Corporation is legally Dissolved.
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How long before someone can use my Corporation name in Pennsylvania after I Dissolve? |
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A Pennsylvania Corporation company name becomes available for anyone to use when the Pennsylvania Corporation is Dissolved by the Pennsylvania Secretary of the Commonwealth.
There are no Corporation company name protections in Pennsylvania once a Pennsylvania Corporation has been Dissolved by the Pennsylvania Secretary of the Commonwealth.
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Do I have to publish a Notice of Dissolution of the Pennsylvania Corporation? |
| A Pennsylvania Corporation is required to publish a Notice of Dissolution one time in a legal journal or in two newspapers of general circulation in the Pennsylvania county where the PA Corporation's registered office is located.
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