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How Do I Dissolve an LLC Partnership in Pennsylvania?

When you started your business you likely gave very little thought to how you would end, or terminate, your business should the need arise to do so down the road. Now, however, you have decided to do just that – bring your business to an end. You find yourself wondering “How do I dissolve an LLC partnership in Pennsylvania though?” Dissolving an LLC in Pennsylvania requires you to do more than simply close the business doors. While it is always best to consult with an experienced Pennsylvania business law attorney before attempting to wind up your LLC on your own, the following are common considerations that are frequently involved in dissolving an LLC partnership.

The tax consequences of dissolving your LLC must be considered and addressed before you can proceed with the dissolution process. In the Commonwealth of Pennsylvania you are typically required to pay all state tax obligations before you can dissolve your LLC. As part of this requirement you must receive a tax clearance letter from both the Department of Revenue, or DOR, and the Department of Labor and Industry, or DLI. To obtain your tax clearance letter you must first submit

DOR Form REV-181.

Once you have obtained the clearance necessary to proceed you will need to focus on the actual dissolution process. Although you may not have paid much attention, your LLC formation documents likely include a section that addresses dissolution. If so, the process and procedure outlined there will govern the dissolution process. Typically, dissolution requires agreement of the members, a unanimous vote by the members, or a specific percentage of the members to vote in favor of dissolution.

In the event your formation documents do not include a “dissolution” section, Pennsylvania’s LLC Act may govern the dissolution. When that is the case, dissolution may be accomplished by unanimous written agreement or consent of all the members of the LLC.

Next, you will need to handle the distribution of LLC assets as well as the payment of all company debts and obligations. Once again, your LLC documents may provide guidance on how this is to be done. Pennsylvania law dictates that you must pay all creditors, or at least make reasonable efforts to pay all creditors, of the company before dissolution can occur. If assets remain after the payment of all debts those assets will be divided amongst the members according to instructions in the LLC agreement, according to the percentage of investment each member has made in the LLC, or according to any other method of allocating assets the members have approved.

Finally, you will need to file a Certificate of Dissolution with the Pennsylvania Department of State. The COD must be signed by an LLC member and must contain specific information about the LLC, such as statements regarding the discharge of debts and obligations and the distribution of assets.

If you need to dissolve an LLC Partnership in Pennsylvania it is in your best interest to consult with an experienced Conshohocken, Pennsylvania business law attorney prior to moving forward with the dissolution. Contact the business law attorneys at Curley & Rothman, LLC by calling 610-834-8819 today to schedule your free consultation.