The process of Legally Closing a LLC in Pennsylvania is called Dissolution.  After a Pennsylvania LLC 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 LLC is created when the PA Secretary of the Commonwealth approves the Formation Documents - 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 the Commonwealth 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.

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

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

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.

When a Pennsylvania LLC is originally created, the Members (owners) may create a document called an Operating Agreement.  The Operating Agreement may include pretty much anything that has to do with running the LLC, including specific requirements which need to be followed before the LLC may be Legally Closed.  Before you do anything else, you should review the Operating Agreement for anything that needs to be done before the Business is Legally Closed.
What you have to do both before and after the Pennsylvania LLC is Dissolved largely depends what kind of debts and liabilities that the Pennsylvania LLC has.  If the Pennsylvania LLC has not commenced business activities then the PA LLC Dissolution process is easier.

1. Hold a Members meeting and record a resolution to Legally Close the Pennsylvania LLC
   
   Pennsylvania LLC Dissolution is one part of a larger process commonly called the "Winding Up" process.
   
   A meeting should be held of all Members of the Pennsylvania LLC and a vote to Legally Close the Pennsylvania Limited Liability Company taken.  There should be a majority of Members who vote Yes to Legally Close the company. A formal date on which the LLC will be closed should be specified.  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 any minutes or approvals into a form that is legally recognized by the Pennsylvania Secretary of the Commonwealth.
   
   
2. File all required Decennial Reports with the Pennsylvania Secretary of the Commonwealth
   
   The Pennsylvania Secretary of the Commonwealth will not approve the Dissolution of a PA LLC until all required administrative reports have been filed.
   
   We can file any required Decennial Reports with the PA Secretary of the Commonwealth quickly and easily.
   
   
3. 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 LLC until that LLC has fulfilled all its tax obligations with the Pennsylvania Department of Revenue.
4. Clear up any business debts
   
   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.
   
   
5. Pay all taxes and administrative fees owed by the Pennsylvania LLC
   
   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.

1. Distribute all remaining assets of the Pennsylvania LLC
   
   If the Pennsylvania LLC has any remaining assets, these may be divided according to the Members' ownership interests in the PA Limited Liability Company.  Refer to the Articles of Organization for specific requirements, if any, for asset distribution.  All distributions to LLC Members must be reported to the IRS.
   
   
2. Close all business bank accounts of the Pennsylvania LLC
   
   If there are any business bank accounts that have been opened for the Pennsylvania LLC then those accounts must be closed.  If any business bank accounts are left open then there may be liability and obligations of the Dissolved Pennsylvania LLC which could lead to legal problems down the line.
   
   
3. Cancel all local business licenses and permits of the PA LLC
   
   If the Pennsylvania LLC 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 LLC may have.  This includes business registration licenses as well as reseller permits.
   
   
4. File IRS Form 966
   
   A dissolved Pennsylvania LLC may be required to file IRS Form 966 with the US Internal Revenue Service.  If a Pennsylvania LLC is required to file IRS Form 966, that 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.
   
   
5. Cancel the IRS account associated with the PA LLC's Federal Tax ID (EIN)
   
   A Federal Tax ID, or Federal Employer Identification Number (EIN), is like a 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 Legally Closed 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 revive 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.
   
   
6. 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 Organization and any Amendments - and all Dissolution douments.

You notify the IRS that your Pennsylvania LLC 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 LLC 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 LLC you most likely were assigned a Federal Employer Identification Number (EIN).  Once the IRS links an EIN to a LLC, that EIN stays with the LLC even after the Company has been Dissolved.  If you don't plan to reopen your Pennsylvania LLC 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 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 approve 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 or more 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.

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 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 Legally Close a Pennsylvania LLC varies depending on exactly what is required for each specific PA Dissolution.  We charge $249 plus any state fees for our Pennsylvania LLC Dissolution services. This includes:

• Same day processing
• Transcribe minutes of Members meeting which approves Closing the Company
• Prepare and file the Certificate of Dissolution with the Pennsylvania Secretary of the Commonwealth
• 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 the Commonwealth
• Priority Mail Delivery of all documents
• Unlimited Customer Support

We also offer these Pennsylvania LLC Dissolution services separately as explained below.

If there are Foreign Limited Liability Companies 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 can be legally Dissolved.

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.

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.