Dissolving Your LLC in Pennsylvania
Formally dissolving and terminating a Pennsylvania Limited Liability Company involves more than merely shuttering and ceasing operations. Closing a PA LLC will involve a variety of tasks completed in the correct sequence to successfully “dissolve and windup” the business.
Your LLC is registered with the Commonwealth of Pennsylvania. Officially ending its existence as a state-registered business entity—and by extension, putting it beyond the reach of creditors —begins with a formal process called “dissolution.” Dissolving your business refers to the process of voting to end your LLC and filing the appropriate paperwork with the Pennsylvania government.
Step 1: Review Your LLC Articles of Organization and Operating Agreement
To voluntarily dissolve your LLC, you first should look at the company’s formational documents:
- the articles of organization, and
- the operating agreement
In most cases, one of those two documents will contain a section with rules for how to dissolve the company. Typically, the rules will require a vote of the LLC members on a resolution to dissolve, and more specifically, a requirement that some percentage of members vote in favor of the resolution. For example, your operating agreement might require two-thirds of the LLC members to vote to approve the dissolution for the vote to pass.
Ensure you follow any specific procedural requirements that might be part of the dissolution rules, such as setting a specific time to meet and vote, and giving advance notice to all members regarding the meeting.
Pennsylvania’s LLC laws. If your articles of organization or operating agreement don’t specify when and how the LLC can be dissolved, you must apply Pennsylvania’s default rules for LLCs. Under Pennsylvania law, you can dissolve your LLC with the unanimous consent of all LLC members. (15 Pa. Cons. Stat. § 8871 (2023).)
Step 2 – File a Certificate of Dissolution With the Pennsylvania Secretary of State
Recording your decision to dissolve. For either dissolution approach—relying on rules in formational documents or unanimous consent—you should record the decision to approve the dissolution. You can record this action in the official minutes of the dissolution meeting or on a written consent form.
After members take the necessary action to dissolve your LLC, file a certificate of dissolution with the Pennsylvania Department of State. The certificate of dissolution will contain basic information about your LLC, including:
- the name of the LLC
- the street address of the LLC’s registered office, and
- a statement that the LLC is dissolved.
(15 Pa. Cons. Stat. § 8872(a)(2)(i)(A-C) (2023).)
If you need assistance dissolving and terminating your LLC, don’t hesitate to contact me at 215.551.7109. Let’s discuss how I can help you navigate this process smoothly.