How to dissolve an LLC in Pennsylvania

What does it cost to dissolve an LLC in Pennsylvania?

The Pennsylvania Department of State charges about $70 to file a Certificate of Termination for a domestic LLC. Confirm the current amount before filing, as Pennsylvania updates its fee schedule from time to time, we verify it as a matter of routine. That filing fee is now, in effect, the whole state cost.

“Now” is the operative word. Until a few years ago, a Pennsylvania dissolution also meant buying and waiting on tax-clearance certificates, which added both cost and, more painfully, months of delay. Act 122 of 2022 repealed that requirement. If you are working from an older checklist that tells you to request clearance from the Department of Revenue and the Department of Labor and Industry first, that checklist is out of date.

Fees change; we confirm the current figure with the Department of State before filing. Compare states on the main dissolution guide.

How do you dissolve an LLC in Pennsylvania, step by step?

Post-Act 122, the sequence is refreshingly short, the multi-month clearance wait that used to sit in the middle is gone.

1. Vote to dissolve and record it. Approve winding up and termination as your operating agreement requires and keep a written record.
2. Wind up the business. Notify known creditors, settle or set aside money for debts, collect receivables, and distribute anything left to members. Handle debts before distributions.
3. File the Certificate of Termination (DSCB:15-8872). File with the Pennsylvania Department of State through Business Filing Services and pay the roughly $70 fee. This is the filing that ends the entity.
4. File final Pennsylvania returns. File your final state returns with the Department of Revenue. No clearance certificate is required anymore, but the returns themselves still are.
5. Close the IRS account. File final federal returns and close the IRS business account behind your EIN.
6. Cancel everything else. Local licenses, any sales-tax license with the Department of Revenue, fictitious-name registrations, and out-of-state registrations.

Which form do you file in Pennsylvania?

For an LLC, the state document is the Certificate of Termination, form DSCB:15-8872filed with the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations through the online Business Filing Services portal at file.dos.pa.gov.

• LLC: Certificate of Termination, DSCB:15-8872, the single state document that ends the LLC.
• Corporation: Articles of Dissolution, DSCB:15-1977/5975, a different form set for corporations.

Pennsylvania's DSCB form numbers are precise, so filing the LLC-specific 15-8872 (rather than a corporate form) matters. For how the Certificate of Termination compares to the term other states use, see articles of dissolution.

Does Pennsylvania require tax clearance first?

No, not anymore. This is the most important thing to get right about Pennsylvania, because so much online guidance is stale. Pennsylvania used to require tax-clearance certificates from both the Department of Revenue and the Department of Labor and Industry before a business could dissolve, and obtaining them routinely took months. Act 122 of 2022 repealed that requirement.

Today, you file the Certificate of Termination without waiting on any clearance certificate. What remains is the ordinary duty to file final tax returns and settle any balance, an obligation, but not a gate that holds up the state filing. If a guide, template, or even a professional tells you to request clearance certificates first, they are describing the pre-2023 process.

What Act 122 of 2022 changed

Because this repeal is the defining feature of a modern Pennsylvania dissolution, it is worth spelling out. Act 122 of 2022 eliminated the long-standing requirement that a dissolving entity first secure tax-clearance certificates from the Pennsylvania Department of Revenue and the Department of Labor and Industry. Under the old regime, those certificates were the bottleneck, an entity could be ready to close in every other respect and still wait months for the paperwork.

The practical effect for an LLC today: dissolution is a Department of State filing plus final tax returns, not a three-agency clearance marathon. It also means Pennsylvania has quietly moved from one of the slower states to close into one of the more straightforward ones. Separately, Pennsylvania phased out its capital-stock and franchise tax years ago, so most LLCs are not facing a franchise tax at all, just final income-based filings.

How long does it take in Pennsylvania?

Faster than its old reputation. With the clearance certificates gone, the timeline is now the Department of State's processing of the Certificate of Termination plus your final returns. Standard processing runs in the department's normal range once filed through Business Filing Services, and Pennsylvania offers expedited tiers, same-day, three-hour, and one-hour, for a fee if you have a deadline.

Confirm the current standard and expedite times with the Department of State before relying on a date.

What about your EIN and final taxes?

Filing the Certificate of Termination ends the Pennsylvania entity and nothing more. The IRS does not cancel an EIN, the number is permanent and never reassigned, so the federal step is to close the IRS business account behind it. The IRS will not close that account while final returns are outstanding, and Pennsylvania gives the IRS no notice of the termination.

On the state side, file your final Pennsylvania returns with the Department of Revenue. Act 122 removed the clearance certificates, not the returns, getting those marked final is what ends the filing cycle with both Pennsylvania and the IRS.

What if you never used the Pennsylvania LLC?

A Pennsylvania LLC that was formed and never traded still needs a Certificate of Termination filed to close it, but the job is light. With no franchise tax to reconcile and, since Act 122, no clearance certificates to obtain, a dormant LLC is often just the roughly $70 filing plus a final return or two to close out.

If the LLC never obtained an EIN, a state-only termination is usually the complete job. If it did get an EIN, that IRS account still has to be closed even though the business never ran. A specialist can confirm which applies before you pay for anything you don't need.

Rather have it handled?

We prepare and file your Pennsylvania Certificate of Termination (DSCB:15-8872), guide the final state returns, and, if your LLC ever had an EIN, close the IRS business account too. Two situations, two prices, a specialist call in both. Not sure which is yours? A specialist is on WhatsApp 24/7 and will tell you straight, even when the honest answer is the $99 or nothing at all.