Dissolving & Terminating Your LLC in Pennsylvania (Step 5 + 6)

Hoping to learn more about your options when faced with financial challenges? You've come to the right place.
Picture of Stephen Dunne, Esq.

Stephen Dunne, Esq.

Philadelphia bankruptcy, credit report, and debt collection abuse attorney

Hoping to learn more about your options when faced with financial challenges? You've come to the right place.
Picture of Stephen Dunne, Esq.

Stephen Dunne, Esq.

Philadelphia bankruptcy, credit report, and debt collection abuse attorney

Today is the day.

It’s past time you had someone in your corner.
Our first consultation is always free.

Step 5:  File a Certificate of Termination With the Pennsylvania Department of State

When all of the property and assets of your LLC have been properly distributed, you need to cancel your articles of organization by filing a certificate of termination with the DOS. 15 Pa. C.S.A. § 8872(f). The certificate of termination will contain:

  •  the name of your LLC
  •  the registered address of your LLC
  •  a statement either that all known debts, obligations, and liabilities of the LLC have been paid and discharged, or that adequate provision has been made for that purpose
  •  a statement that all remaining property and assets of the LLC have been distributed among its members; and
  •  a statement either that there are no actions pending against the LLC in any court, or that adequate provision has been made for the satisfaction of any judgment that may be entered against the LLC.

As with the statement for winding up, the certificate of termination must be signed by an authorized individual, such as an LLC member or legal representative. The DOS has a certificate of termination available as a downloadable form.  Be aware that your business name will become available for use by others once your LLC is dissolved.

  • Certificate of Termination (Mandatory)
  • After the LLC discharges all liabilities, the remaining assets are distributed, and the LLC has received tax clearance then the company may file for a Certificate of Termination with the Pennsylvania Department of State.  15 Pa. C.S.A. § 8872(f).

Step 6:  Philadelphia Only

Once the entity is terminated, complete a Change Form with the City of Philadelphia to cancel any additional tax liability.

See Change Form.

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.

Let's go over how I can help. Our first chat is on me.

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