What is Pennsylvania LLC Dissolution? |
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A Pennsylvania LLC is created when the PA Secretary of the Commonwealth approves the Articles of Organization.
A record of the Pennsylvania LLC is added to the list of LLCs which have officially registered with
the Pennsylvania Secretary of the Commonwealth.
Once a LLC is registered with the Pennsylvania Secretary of the Commonwealth, that LLC 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 LLC is created when the PA Secretary of the Commonwealth approves the Articles of Organization.
A record of the Pennsylvania LLC is added to the list of LLCs which have officially registered with
the Pennsylvania Secretary of the Commonwealth.
Once a LLC is registered with the Pennsylvania Secretary of the Commonwealth, that LLC 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 LLC 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 LLC 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 LLC, that Pennsylvania LLC is said to be
Dissolved.
The process of Dissolving a Pennsylvania LLC is called Pennsylvania LLC Dissolution.
All property and assets of the Pennsylvania Limited Liability Company must have been distributed before the Pennsylvania Secretary of the Commonwealth approves the Dissolution of a Pennsylvania LLC.
Also, before the Pennsylvania Secretary of the Commonwealth will approve the Dissolution of a Pennsylvania LLC that PA Limkited Liability Company 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 LLC? |
As soon as a Pennsylvania LLC is registered with the PA Secretary of the Commonwealth, that LLC is responsible for
recurring obligations of the Pennsylvania Secretary of the Commonwealth and the Pennsylvania Department of Revenue.
If the Pennsylvania LLC does not file reports or pay taxes then that PA Limited Liability Company could be responsible for
penalties which go up as time goes by.
Unless you Dissolve your Pennsylvania LLC with the Pennsylvania Secretary of the Commonwealth that PA Limited Liability Company will be responsible for
all recurring fees and penalties.
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What do I have to do to Dissolve a Pennsylvania LLC? |
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Pennsylvania LLC Dissolution is one part of a larger process commonly called the "Winding Up" process.
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Pennsylvania LLC 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 LLC 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 LLC.
What you have to do both before and after the Pennsylvania LLC is Dissolved largely depends on if the Pennsylvania LLC has commenced business
and how many assets, debts and liabilities, if any, that the PA Limited Liabilty Company has.
If the Pennsylvania LLC has not commenced business then the PA Limited Liability Company Dissolution process is easier.
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What do I have to do before I Dissolve a Pennsylvania LLC? |
Things you need to do before you Dissolve a Pennsylvania LLC.
1. Hold a Members meeting and record a resolution to Dissolve the Pennsylvania LLC
2. File all required Decennial Reports with the Pennsylvania Secretary of the Commonwealth
3. File all required tax returns with the Pennsylvania Department of Revenue
4. Clear up any business debt
5. Pay all taxes and administrative fees owed by the Pennsylvania LLC
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1. Hold a Members meeting and record a resolution to Dissolve the Pennsylvania LLC
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If the Pennsylvania LLC has any Members then a meeting should be held and a vote to Dissolve the Pennsylvania Limited Liability Company taken.
Minutes of the meeting should be recorded and retained in the business records.
If the Pennsylvania LLC does not have any Members then the Organizer(s) have to apply for Dissolution of the Pennsylvania LLC.
- 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. 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 LLC 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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3. 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 LLC until that LLC has
fulfilled all its tax obligations with the Pennsylvania Department of Revenue.
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4. Clear up any business debts
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All creditors of a Pennsylvania LLC should be given notice of the pending LLC 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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5. Pay all taxes and administrative fees owed by the Pennsylvania LLC
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The Pennsylvania Secretary of the Commonwealth will definitely not approve the Dissolution of a Pennsylvania LLC 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 LLC? |
Things you have to do after you Incorporate in Pennsylvania.
1. Distribute all remaining assets of the Pennsylvania LLC
2. Close all business bank accounts of the Pennsylvania LLC
3. Cancel all local business licenses and permits
4. File Form 966 with the IRS
5. Cancel the IRS account associated with the PA LLC's Federal Tax ID (EIN)
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1. Distribute all remaining assets of the Pennsylvania LLC
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If the Pennsylvania LLC has any remaining assets, these may be divided according to the Members' ownership interests
in the PA Limited Liability Company.
All distributions to LLC Members must be reported to the IRS.
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2. Close all business bank accounts of the Pennsylvania LLC
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If there are any business accounts that have been opened for the Pennsylvania LLC then those accounts must be closed.
If Company Business accounts are left open there may be liability and obligations of the Dissolved Pennsylvania LLC which could
lead to legal problems down the line.
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3. Cancel all local business licenses and permits of the PA LLC
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If the Pennsylvania LLC 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 LLC.
This includes business registration licenses as well as reseller permits.
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4. File IRS Form 966
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Most Dissolved Pennsylvania LLCs must file IRS Form 966 with the US Internal Revenue Service.
If a Pennsylvania LLC is required to file IRS Form 966, the 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 LLC 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 LLC'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 LLC.
Once the IRS links an EIN to a Pennsylvania LLC, that EIN stays with the Pennsylvania LLC 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 LLC, 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 LLC down the line then the IRS will reactivate the old EIN for your new Business.
Before a Pennsylvania LLC can close an EIN account, it must be in Good Standing with the IRS.
The Pennsylvania LLC must have filed all required tax returns and paid any applicable fees and penalties due to the IRS.
The Pennsylvania LLC 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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How long does it take to Dissolve a Pennsylvania LLC? |
The time it takes to Dissolve a Pennsylvania LLC 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 Certificate of Dissolution.
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The time it takes to Dissolve a Pennsylvania LLC 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 LLC.
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 LLC.
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 Certificate of Dissolution.
Processing times for Pennsylvania LLC 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 LLC 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 LLC in Pennsylvania? |
The total cost to Dissolve a Pennsylvania LLC varies depending on exactly what is required for each specific
PA Dissolution.
We charge $224.00 plus any state fees for our Pennsylvania LLC Dissolution services. This includes:
- Same day processing
- Transcribe minutes of Members meeting which proposes Dissolution
- Prepare and file Certificate 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 LLC 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 LLC that is tied to a PA Domestic LLC? |
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If there are Foreign LLCs in states other than Pennsylvania that are tied to the Domestic Pennsylvania LLC then
each of those Foreign LLCs must be Dissolved before the Pennsylvania LLC is legally Dissolved.
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How long before someone can use my LLC name in Pennsylvania after I Dissolve? |
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A Pennsylvania LLC company name becomes available for anyone to use when the Pennsylvania Limited Liability Company is Dissolved by the Pennsylvania Secretary of the Commonwealth.
There are no LLC company name protections in Pennsylvania once a Pennsylvania LLC 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 LLC? |
There are no state of Pennsylvania requirements for the publication of a Notice of Dissolution of a Pennsylvania LLC.
While the Pennsylvania Secretary of the Commonwealth does not legally require the publication of a Notice of Dissolution of a Pennsylvania LLC, publication is
a good way to notify anyone who might have a claim against the Pennsylvania LLC.
Evidence of publication might prove useful down the line if someone makes a claim against the PA Limited Liability Company after
the Pennsylvania LLC has been dissolved.
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