How to Dissolve an LLC in Pennsylvania (2026)
To dissolve an LLC in Pennsylvania, you file a $70 Certificate of Dissolution with the Department of State. This starts the wind-up, but it doesn't end your LLC yet.
A second filing, the $70 Certificate of Termination, closes the company for good. That's the filing that needs tax clearance from the Department of Revenue and the Department of Labor & Industry.
This page covers voluntary dissolution for a domestic Pennsylvania LLC. Members choose to close it on their own terms. A foreign LLC ends its Pennsylvania registration through a different process instead.
Quick Summary
- Start your tax clearance application early. Neither agency publishes a turnaround time, so give yourself plenty of room.
- Filing the Certificate of Dissolution alone won't close your LLC. File a Certificate of Termination once debts are paid and assets are out.
- Keep a copy of your filed Certificate of Termination. Your bank and other institutions will ask for it before they close your accounts.
Pennsylvania LLC Dissolution Quick Reference
Here's the fee, form and requirement snapshot for closing a Pennsylvania LLC. It comes straight from the Department's own forms and fee schedule.
| Detail | Information |
|---|---|
| Form name | Certificate of Dissolution, then a Certificate of Termination |
| Filing fee | $70 per filing ($140 total for both) |
| Expedited options | Same-day $100, three-hour $300, one-hour $1,000 (in person only) |
| Standard processing | Not published by the Department |
| Online portal | corporations.pa.gov (optional) |
| Mail address | Bureau of Corporations and Charitable Organizations, PO Box 8722, Harrisburg, PA 17105-8722 |
| In-person address | Not published separately from the mailing address. Expedited requests are dropped off in person |
| Notarization required | No |
| Tax clearance required (agency) | Yes, for the Certificate of Termination only: PA Dept. of Revenue and Dept. of Labor & Industry, via Form REV-181 |
| Online filing mandatory for | Not mandatory. Online filing is optional for everyone |
| Short-form eligibility | None. One form applies to all domestic LLCs |
How to dissolve an LLC in Pennsylvania: 6 steps
Pennsylvania's LLC Act sets the order for dissolving and winding up your LLC [1]. This guide walks through how to dissolve an LLC in Pennsylvania in six steps.
Step 1: Vote to dissolve
Check your operating agreement for the vote you need to dissolve. If it's silent, get every member to sign written consent. The state's own form later asks you to confirm you followed the right steps.
Step 2: Notify creditors
Tell known creditors in writing that you're winding up the LLC. Explain how and where they can send a claim [2].
Before you file the Certificate of Termination, you must certify two things. Every debt is paid or set aside. And no lawsuit is pending against the company, or you've covered any judgment.
Step 3: File final tax returns and get tax clearance
File your LLC's final tax returns before you apply for tax clearance. This covers sales tax and employer withholding accounts, both handled through myPATH.
Apply for tax clearance with Form REV-181. Send one signed copy to the Department of Revenue. Send another to the Department of Labor & Industry. Neither one charges a fee for this. You'll need both certificates back before you file the Certificate of Termination.
Your final federal return needs attention too. File Form 1065 with the IRS and check the box marked final return.
Step 4: File the dissolution paperwork with the Department of State
Start with the Certificate of Dissolution. File it with the Bureau of Corporations and Charitable Organizations at the Department of State. This starts the winding-up period.
Debts get settled. Assets get distributed. That work happens during the winding-up period, before the LLC can close for good.
Once your tax clearance certificates are in hand, file the Certificate of Termination. This filing actually ends your LLC. The Department won't accept it without those certificates attached.
Filing either form costs $70. Pennsylvania doesn't offer a shorter or cheaper version for smaller LLCs or those with fewer debts, so every domestic LLC follows the same two filings.
Mail your forms to the Bureau's Harrisburg address. Or skip the mail and file online through the state's portal instead. Either way works for a standard filing.
The Bureau offers same-day, three-hour and one-hour expedited service for an extra fee. Use it if you need things done faster. Just drop expedited requests off in person.
Neither form requires notarization. An authorized representative just signs it. This can be an LLC member or your Pennsylvania registered agent. The signature is a sworn statement under state law that the facts are true.
Step 5: Distribute remaining assets
Pay off remaining debts first, or set aside enough money to cover them. Members don't see a distribution until that's done.
Split what's left among members under your operating agreement. If it's silent, split by each member's ownership share. This matches what the Certificate of Termination asks you to confirm.
Step 6: Close accounts and cancel licenses and permits
Once the Certificate of Termination is filed, close your LLC's bank accounts and credit lines. Banks usually ask for a copy of the certificate first.
Cancel any Pennsylvania business licenses or municipal permits tied to the LLC. This includes a sales tax license, if you had one. That way, fees and renewal notices stop.
If your LLC has a Pennsylvania LLC annual report on file, confirm it's current first. A lapsed report can complicate the process.
If you plan to run something similar again later, remember this. Dissolution ends this LLC for good. You'd start a new LLC in Pennsylvania from scratch instead of reviving this one.
FAQs
How Long Does It Take To Dissolve an LLC in Pennsylvania?
How long it takes to dissolve an LLC in Pennsylvania depends mostly on tax clearance. The Department doesn't publish a standard filing time. Filings can be expedited for a fee, but clearance from two agencies takes the longest.
How Much Does It Cost To Dissolve an LLC in Pennsylvania?
How much it costs to dissolve an LLC in Pennsylvania starts at $70 per filing. That's $140 total for the Certificate of Dissolution and the Certificate of Termination. Add $100 for same-day, $300 for three-hour or $1,000 for one-hour service if you need it faster.
Does a Foreign LLC Use the Same Dissolution Forms in Pennsylvania?
No, Pennsylvania doesn't require a foreign LLC to use the same dissolution forms as a domestic one. A foreign LLC instead follows a separate process with the Department of State to end its registration here.
Does Pennsylvania Require Notarization To Dissolve an LLC?
No, Pennsylvania doesn't require notarization to dissolve an LLC. Whoever signs the certificate instead takes on unsworn falsification exposure under state law (18 Pa.C.S. Section 4904) if the facts turn out false.
References:
- https://www.legis.state.pa.us/cfdocs/legis/LI/consCheck.cfm?txtType=HTM&ttl=15&div=0&chpt=88
- https://codes.findlaw.com/pa/title-15-pacsa-corporations-and-unincorporated-associations/pa-csa-sect-15-8874/
