The process of Legally Closing a Corporation in Pennsylvania is called Dissolution.  After a Pennsylvania Corporation has been Dissolved, it ceases to be Legally Active in the Pennsylvania Secretary of the Commonwealth's records and may no longer Legally conduct business in the state of Pennsylvania.

A Pennsylvania Corporation is created when the PA Secretary of the Commonwealth approves the Formation Documents - 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 the Commonwealth 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.

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 a Pennsylvania Corporation does not file its required reports or pay its tax obligations, then that PA Corporation could be responsible for penalties which compound as time goes by.

Unless you Dissolve (Legally Close) your Pennsylvania Corporation with the Pennsylvania Secretary of the Commonwealth that PA Corporation will be responsible for all recurring fees and penalties until the company has been legally closed.

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. 

When a Pennsylvania Corporation is originally created, the Organizers may create Bylaws that define how the Corporation will be run.  The Bylaws may include pretty much anything that has to do with running the Corporation, including specific requirements which need to be followed before the Corporation may be Legally Closed.  Before you do anything else, you should review the Bylaws for anything that needs to be done before the Business is Legally Closed.

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.

1. Hold a Board of Directors meeting and record a resolution to Dissolve the Pennsylvania Corporation
   
   
   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.  There should be a majority of Board Members who vote Yes to Legally Close the company.  A formal date on which the Corporation will be closed should be specified.  Minutes of the meeting should be recorded and retained in the business records.  If the Board of Directors has not been appointed then the Incorporator(s) have to apply for Dissolution of the Pennsylvania Corporation.
   
   
   We can transcribe and compile any minutes or approvals into a form that is legally recognized by the Pennsylvania Secretary of the Commonwealth.
   
   
2. Hold a Shareholder meeting to approve Dissolution of the Pennsylvania Corporation
   
   
   If a Pennsylvania Corporation has issued shares of stock then a meeting of the Shareholders (owners) must be held and recorded. 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.
   
   
   
3. File all required Annual Reports with the Pennsylvania Secretary of the Commonwealth
   
   
   The Pennsylvania Secretary of the Commonwealth will not approve the Dissolution of a PA Corporation until all required administrative reports have been filed.
   
   
   We can file any required Annual Reports with the PA Secretary of the Commonwealth.
   
   
4. File all required tax returns with the Pennsylvania Department of Revenue
   
   
   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.
   
   
5. Clear up any business debts
   
   
   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.
   
   
   
6. Pay all taxes and administrative fees owed by the Pennsylvania Corporation
   
   
   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.

1. Distribute all remaining assets of the Pennsylvania Corporation
   
   
   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.  Refer to the Corporation Bylaws for specific requirements, if any, for asset distribution.
   
   
2. Close all business bank accounts of the Pennsylvania Corporation
   
   
   If there are any business accounts that have been opened for the Pennsylvania Corporation then those accounts must be closed.  If any Corporate business accounts are left open there may be liability and obligations of the Dissolved Pennsylvania Corporation which could lead to legal problems.
   
   
3. Cancel all local business licenses and permits of the PA Corporation
   
   
   If the Pennsylvania Corporation has obtained any state, regional, county or city business licenses or permits, there may be cancellation requirements associated with those licenses or permits.  Each of those must be cancelled to avoid any reporting or fiscal obligations the Pennsylvania Corporation may have.  This includes business registration licenses as well as reseller permits.
   
   
4. File IRS Form 966
   
   
   A Dissolved Pennsylvania Corporations may be required to 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.
   
   
5. Cancel the IRS account associated with the PA Corporation's Federal Tax ID (EIN)
   
   
   A Federal Tax ID, or Federal Employer Identification Number (EIN), is like a 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 revive 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.
   
   
6. 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.
   
   
   We can prepare a Notice of Dissolution and make sure it gets published according to the PA Secretary of the Commonwealth's rules.
   
   
7. Keep Records of all Pertinent Business Documents
   
   
   In order to avoid problems down the line, you should keep copies of all tax filings, contracts and employment records on file as well as Certified Copies of all company documents filed with the Secretary of State.  This includes your Formation Documents - your original Articles of Incorporation and any Amendments - and all Dissolution douments.

You notify the IRS that your Pennsylvania Corporation has been Closed on the final tax return that is filed for your Business. 

If you have employees and file taxes quarterly with IRS Form 941, Employers Quarterly Tax Return, check the appropriate box on that form to let the IRS know that your Corporation has Closed.  If you file yearly taxes do the same on IRS Form 944, Employers Yearly Tax Return. You should also attach a statement to the return showing the name of the person keeping the payroll records and the address where those records will be retained.

When you opened your Pennsylvania Corporation you most likely were assigned a Federal Employer Identification Number (EIN).  Once the IRS links an EIN to a Corporation, that EIN stays with the Corporation even after the Company has been Dissolved.  If you don't plan to reopen your Pennsylvania Corporation after it has been Closed, you should cancel the EIN account that has been assigned to your Company.

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 approve 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.
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 as soon as possible after we receive your order. Once it is at the state we have no control over the Pennsylvania Dissolution approval process.

The total cost to Dissolve a Pennsylvania Corporation varies depending on exactly what is required for each specific PA Dissolution.  We charge $249 plus any state fees for our Pennsylvania Corporation Dissolution services.

We also offer these Pennsylvania Corporation Dissolution services separately.

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 can be legally Dissolved.

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.