Short answer: Closing a Pennsylvania LLC takes two filings with the Department of State. First, the members approve the dissolution and file a Certificate of Dissolution (DSCB:15-8872(b)(2)), which costs $70. The LLC then winds up its affairs. Finally, it files a Certificate of Termination (DSCB:15-8872(f)), which also costs $70 and must include tax clearance certificates from the Department of Revenue and the Department of Labor and Industry. The LLC is not removed from the state’s active records until the termination is filed.
Many owners simply stop operating and stop filing annual reports. That can leave the company exposed to taxes, penalties and claims. Here is how to close an LLC in Pennsylvania the right way.
Dissolution vs. termination
Pennsylvania treats closing an LLC as a process:
- Dissolution is the beginning of the end. The LLC stops its regular business and starts winding up.
- Termination is the end. Once the LLC has settled its affairs, the Certificate of Termination removes it from the Department of State’s active records.
How to dissolve an LLC in Pennsylvania, step by step
Step 1: Check your operating agreement
Your operating agreement may set the vote needed to dissolve, buyout rights, or how assets are divided. If it is silent, Pennsylvania’s default rules generally require the consent of all members.
Step 2: Approve the dissolution in writing
Record the members’ decision in a written consent or meeting minutes, and keep it with the company records.
Step 3: File the Certificate of Dissolution
File DSCB:15-8872(b)(2) with the Pennsylvania Department of State, online through the Business Filing Services portal or by mail. The filing fee is $70.
Step 4: Wind up the business
- Finish or cancel contracts and leases
- Collect money owed to the LLC and sell assets as needed
- Notify known creditors and set a deadline for claims
- Pay debts and set aside funds for disputed or contingent claims
- Close business licenses, permits and local tax accounts
- File final federal and state tax returns, and final payroll reports if you had employees
- Distribute what is left to the members under the operating agreement
Giving written notice to creditors is not always required, but it can help cut off claims that are not made by the deadline. Get advice on the notice process before relying on it.
Step 5: Get tax clearance certificates
Request clearance from the Pennsylvania Department of Revenue and the Department of Labor and Industry. These certificates show that state taxes and unemployment compensation obligations have been paid. Processing can take weeks, so request them early in the wind-up.
Step 6: File the Certificate of Termination
File DSCB:15-8872(f) with the Department of State, along with the tax clearance certificates and any required government approvals. The fee is $70. Once accepted, the LLC is removed from the active records.
How much does it cost to dissolve an LLC in PA?
State filing fees total $140: $70 for the Certificate of Dissolution and $70 for the Certificate of Termination. There is no fee for the tax clearance requests. Other costs can include final tax preparation, outstanding annual report fees, and legal help with contracts, creditors or member disputes. For the cost of forming an LLC, see our PA LLC cost calculator.
What happens if you don’t formally dissolve?
- State tax accounts can stay open and continue to generate filing obligations
- Beginning with the 2027 annual report deadline, an LLC that does not file can be administratively dissolved, which is not the same as a clean, orderly wind-up
- Members may face questions about personal liability for unpaid debts or improper distributions
- Bank accounts, contracts and leases left open can create problems later
Special situations
Member disputes
If members disagree about closing the business or dividing assets, the operating agreement and Pennsylvania law control. In some cases a member can ask a court to order dissolution. Our business law team handles these disputes.
LLCs that own real estate or mineral rights
Property must be deeded out of the LLC to the members or a buyer before termination. For land with oil and gas interests, the lease and royalty payers need to be updated too. See our guide to transferring a deed in Pennsylvania.
When an owner has died
If a member has died, the estate’s personal representative usually steps into their rights. Coordinate the wind-up with the estate administration.
Frequently asked questions
Can I dissolve my LLC online in Pennsylvania?
Yes. Both certificates can be filed through the Department of State’s online Business Filing Services, or by mail.
How long does it take to close an LLC in PA?
The filings themselves are processed fairly quickly. The tax clearance certificates and wind-up usually take the most time, often a month or more.
Do I need to dissolve an LLC that never did business?
Yes, if you want it removed from the state’s records. Ask the Department of State about the filings for a company that never conducted business.
Can I reopen a dissolved LLC?
An LLC that has dissolved but not terminated may be able to revoke the dissolution and continue. Once terminated, you would usually form a new LLC.
Closing or restructuring a business in Washington County or the Pittsburgh area? Kostrub Law Firm helps owners with business formation and wind-downs. Call (304) 982-1586.