Corporation Voluntary Dissolution and Closure Packet - Pennsylvania

PENNSYLVANIA CORPORATION VOLUNTARY DISSOLUTION AND CLOSURE PACKET

Scope gate. Use only for a consensual Pennsylvania domestic business corporation that can discharge or adequately provide for its liabilities. Do not use for a disputed or judicial dissolution, bankruptcy, nonprofit corporation, regulated entity, merger, or unresolved authority or ownership dispute.

Route gate. This packet covers the never-transacted-business route under 15 Pa.C.S. § 1971 and the predissolution-liabilities route under §§ 1972-1977. It does not implement the distinct postdissolution-claims procedure in Subchapter H.

Use this packet with the universal board resolution and universal plan of dissolution and liquidation, customized to the Pennsylvania route below.

1. ENTITY AND ROUTE CHECK

☐ Department of State record, articles, bylaws, stock ledger, shareholder agreements, and board records reviewed.

☐ Pending actions, taxes, Commonwealth charges, creditors, claimants, and municipal-notice recipients identified.

2. PENNSYLVANIA AUTHORIZATION GATE

Select one route:

☐ Never transacted business — § 1971. A majority of incorporators or a majority in interest of shareholders elected dissolution. Confirm that the corporation never transacted business or held assets other than subscription money, returned subscription amounts after necessary expenses, and discharged or adequately provided for all liabilities.

☐ Commenced business — §§ 1972-1974. The board adopted a resolution recommending voluntary dissolution and elected the § 1975 predissolution-liabilities route. The board submitted the resolution to shareholders. Each shareholder of record entitled to vote received notice in record form stating the meeting purpose. A majority of votes cast approved, including a majority of votes cast in each class entitled to a class vote.

Approval record

3. PREDISSOLUTION WINDING UP

Under § 1975, after shareholder approval the corporation must immediately cause official publication of winding-up notice and mail notice by certified or registered mail to every known creditor and claimant and each Pennsylvania municipal corporation in which it has a place of business.

The board must proceed as speedily as possible to collect amounts due, convert assets as needed, discharge or adequately provide for liabilities according to priority, and distribute any surplus according to shareholder rights and preferences.

Notice and reserve log

☐ All liabilities discharged or adequately provided for.

☐ Pending court actions reviewed and any potential judgment adequately provided for.

☐ Remaining assets distributed according to shareholder rights and preferences.

4. ARTICLES OF DISSOLUTION

Under § 1977, the articles are filed only after the § 1975 winding up is complete, together with the tax-clearance certificates or statement required by § 139. The articles state the corporate identity, incorporation details, directors and officers, adoption method, liability treatment, asset distribution, pending-action provision, and creditor/municipal mailing compliance. Corporate existence ceases when the Department of State files the articles.

☐ Current DSCB:15-1977 Articles of Dissolution prepared for a domestic business corporation.

☐ Department of Revenue and Department of Labor and Industry clearance requirements under § 139 completed.

☐ Every form certification is supported by the closing file before signature.

As of 2026-07-29, the official Department of State form states a $70 filing fee. Recheck the current form, fee, tax-clearance instructions, docketing requirements, and filing channel immediately before submission.

5. SEPARATE CLOSURE WORK

☐ Final payroll, wage, benefits, and employee notices completed.

☐ Federal and Pennsylvania tax and information-return work reviewed separately.

☐ Licenses, permits, assumed names, contracts, insurance, subscriptions, utilities, and financial accounts separately closed or transferred.

☐ Foreign registrations separately withdrawn.

☐ Records retained at [LOCATION] by [CUSTODIAN] through [DATE].

6. FINAL CLOSURE CERTIFICATE

The undersigned certifies that the selected authorization is documented; required publication and mailings were completed; liabilities and pending actions were discharged or provided for; remaining assets were properly distributed; and the Pennsylvania filing was accepted.

Authorized officer: [________________________________]

Signature: [________________________________] Date: [__/__/____]

SOURCES AND REFERENCES

• Pennsylvania General Assembly — § 1971
• Pennsylvania General Assembly — §§ 1972-1975 and 1977
• Pennsylvania General Assembly — § 139 tax clearance
• Pennsylvania Department of State — DSCB:15-1977

Statutes, form, and dated filing facts verified 2026-07-29; recheck immediately before submission.