Question 1

Do I really need clearance from two agencies to dissolve a Pennsylvania corporation?

Accepted Answer

Yes, if the corporation ever commenced business. 15 Pa.C.S. Section 139(a) requires clearance certificates from the Department of Revenue and the Department of Labor and Industry, evidencing payment of all taxes and charges due the Commonwealth, to be delivered to the Department of State when articles of dissolution are delivered for filing. The Labor and Industry side exists because of unemployment compensation tax, which is why REV-181 asks for the unemployment compensation account number and five years of Pennsylvania payroll figures. Section 135(a)(5) then ties acceptance of the paperwork to those certificates having been tendered with it, so this is not a loose end to tidy up afterward.

Question 2

How do I request the REV-181 tax clearance certificates for a Pennsylvania dissolution?

Accepted Answer

One application, sent to two places. Form REV-181, Application for Tax Clearance Certificate, carries no filing fee and states on its face that it serves as an application for clearances from both the Pennsylvania Department of Revenue and the Pennsylvania Department of Labor and Industry. The typed original goes to the Department of Revenue, Bureau of Compliance, PO Box 280947, Harrisburg PA 17128-0947. A copy goes to the Department of Labor and Industry, Office of Unemployment Compensation Tax Services, Labor and Industry Building, Room 916, 651 Boas Street, Harrisburg PA 17121. On page 2, box 12 asks the purpose, and block A is dissolution of a corporation or association through the Department of State. Block B is the different case of a court-supervised dissolution.

Question 3

Which form and which office handle Articles of Dissolution in Pennsylvania?

Accepted Answer

The form is DSCB:15-1977, Articles of Dissolution for a Domestic Business Corporation, promulgated at 19 Pa. Code Section 23.101. The office is the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations: mail to P.O. Box 8722, Harrisburg, PA 17105-8722, courier or walk-in to 401 North Street, Room 206, Harrisburg, PA 17120. The Bureau no longer publishes this form as a downloadable PDF; its dissolution filings live in the Business Filing Services portal at hub.business.pa.gov, which is also where expedited service is requested. Pennsylvania runs this as a single filing, not an intent-to-dissolve step followed by a second one.

Question 4

How much does it cost to file Articles of Dissolution in Pennsylvania?

Accepted Answer

Seventy dollars ($70). The Department of State's Business Guide fee table lists Articles of Dissolution at $70 under Domestic Business Corporation, and lists Articles of Dissolution before Commencement of Business at the same $70. The authority is 15 Pa.C.S. Section 153(a)(1)(ii), which prices each ancillary transaction for a domestic corporation, and 19 Pa. Code Section 3.34(b)(6) classifies dissolution as an ancillary transaction. Expedited service is extra and is not a substitute fee: $100 same-day, $300 three-hour, $1,000 one-hour. Budget for the possibility of a rejection, because the Bureau states that its fees are nonrefundable whether a filing is accepted or rejected.

Question 5

Who has to approve dissolving a Pennsylvania business corporation?

Accepted Answer

The board first, then the shareholders. Section 1972(a) says voluntary dissolution is proposed by the board adopting a resolution recommending it, and that resolution must contain a statement of which winding-up track applies, Section 1975 or Subchapter H. The board then directs that the resolution go to a shareholder vote at a regular or special meeting, with notice in record form stating the purpose (Section 1973(a)). Under Section 1974(a) the resolution is adopted on the affirmative vote of a majority of the votes cast by shareholders entitled to vote, plus a majority of the votes cast in any class entitled to a class vote. Section 1974(c) lets the corporation rescind the election any time before the articles are filed.

Question 6

Do I have to advertise a Pennsylvania corporate dissolution in the newspaper?

Accepted Answer

Yes, on the Section 1975 track. Section 1975(b) directs the corporation, immediately after shareholder approval, to cause notice of the winding-up proceedings to be officially published and mailed by certified or registered mail to each known creditor and claimant and to each municipal corporation in which it has a place of business in Pennsylvania. Officially published is defined at 15 Pa.C.S. Section 102 as publication in two newspapers of general circulation in the county of the registered office, one of which must be the legal newspaper designated by the rules of court, published one time unless another frequency is specified. If the county has only one newspaper of general circulation, that one is enough. Section 1977(b)(8) then makes the articles recite that the mailing was done.

Question 7

How long can creditors still sue a dissolved Pennsylvania corporation?

Accepted Answer

Two years, as a ceiling. Section 1979(a)(2) preserves a claim existing before dissolution if anyone other than the corporation brings an action before or within two years after the date of dissolution, or within the time otherwise limited by law, whichever is less, so a shorter statute of limitations still controls. Act 122 of 2022 added Section 1979(f), under which a judgment entered against the dissolved corporation in an action commenced after that period is void. Shareholders are not clear either: Section 1979(b) makes each one liable for a pro rata share of unpaid liabilities up to the net assets distributed to that shareholder, and Section 1979(c) caps aggregate shareholder exposure at the amount distributed. Directors who complied with Section 1975 or Subchapter H are protected by Section 1978(b).

Question 8

Can a Pennsylvania corporation that never started business skip the tax clearance step?

Accepted Answer

That is the one route that skips it. Section 1971 applies where the corporation has never transacted business or held assets other than money received from subscriptions for shares. A majority of the incorporators or a majority in interest of the shareholders executes the articles in the corporate name, with no board resolution and no shareholder meeting, and recites that subscription money less necessary expenses was returned and that all liabilities are discharged or adequately provided for. Section 139(c)(2) says tax clearance certificates need not be filed with articles of dissolution under Section 1971. The form is DSCB:15-1971 and the fee is still $70. Fail any of those conditions and the ordinary DSCB:15-1977 route with both clearances applies.

Pennsylvania Articles of Dissolution

Find out where you stand in Pennsylvania

Introduction

Key Things to Know

Key decisions before you file

Customize your Articles of Dissolution Template with DocDraft

Pennsylvania Requirements for Articles of Dissolution

Clearance Certificates From Revenue And Labor And Industry

Acceptance Is Conditioned On Tendering The Certificates

Form REV-181 Covers Both Agencies At Once

Form DSCB:15-1977 Filed With The Bureau Of Corporations

The Section 1971 Route Needs No Clearance Certificates

Seventy Dollar Filing Fee, Expedited Charged On Top

Mandatory Newspaper Publication Plus Certified Mail

Choose Section 1975 Or Subchapter H Before The Vote

Frequently Asked Questions