How to Dissolve an LLC in Pennsylvania: Steps & Cost (2026)

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 6, 2026 · Last updated Aug 6, 2026

To dissolve a Pennsylvania LLC, you wind up the business and file a Certificate of Termination (Form DSCB:15-8872) with the Pennsylvania Department of State for a $70 filing fee. Since Act 122 of 2022, you no longer need tax clearance certificates first - but you must still file your final federal and Pennsylvania tax returns.

Overview: How Pennsylvania LLC Dissolution Works

Closing a Pennsylvania LLC is a two-part process: an internal wind-up and an external filing. Internally, the members authorize dissolution, the company stops normal operations, settles its debts, and distributes what is left. Externally, the LLC files a Certificate of Termination (Form DSCB:15-8872) with the Department of State, which ends the LLC's legal existence. Until that certificate is filed and accepted, the LLC continues to exist and its obligations - including the annual report - keep running.

Pennsylvania dissolution is governed by 15 Pa.C.S. §§ 8871–8878, part of the Pennsylvania Uniform Limited Liability Company Act. Compared with the national process described in how to dissolve an LLC, Pennsylvania's key modern feature is that it dropped the old tax-clearance-certificate requirement, which used to make PA dissolutions slow.

The order of these steps matters. You should substantially complete the wind-up - paying or providing for debts and distributing remaining assets - before you file the Certificate of Termination, because termination ends the LLC's capacity to act. You do not, however, have to wait for the state before you begin closing bank accounts, canceling licenses, and notifying customers and vendors. Sequencing the internal wind-up and the external filing correctly avoids leaving loose ends, such as an open payroll account or an unfiled final return, that can generate notices long after you believe the business is closed.

Step-by-Step: Dissolving Your Pennsylvania LLC

1. Authorize the dissolution. Follow your operating agreement. If it is silent, the default rules in Chapter 88 apply - generally the affirmative vote or consent of the members. Record the decision in writing (minutes or a written consent).
2. Wind up the business. The LLC may continue only to wind up: collect and liquidate assets, give notice to creditors, pay or make provision for known and reasonably ascertainable claims, and distribute any remaining assets to members according to their interests.
3. File final tax returns. File final federal returns with the IRS (checking the "final return" box) and final Pennsylvania returns with the Department of Revenue, and pay what you owe. Since Act 122 of 2022 you do not need to obtain tax clearance certificates before terminating.
4. File the Certificate of Termination (Form DSCB:15-8872). Submit it to the Department of State with the $70 fee. Once accepted, the LLC is terminated. Some LLCs first file a Certificate of Dissolution (also $70) to mark the start of winding up; this is optional.
5. Close accounts and cancel your EIN. Cancel state and local licenses and permits, close bank accounts, and send the IRS a letter to close your business account associated with your EIN.

Certificate of Dissolution vs. Certificate of Termination

Pennsylvania distinguishes two filings, and the difference confuses many owners. A Certificate of Dissolution signals that the LLC has decided to dissolve and has begun winding up; filing it is optional and does not end the company. A Certificate of Termination (Form DSCB:15-8872) is filed after winding up is complete and is the document that actually ends the LLC's existence. Each carries a $70 fee.

Most small LLCs simply complete their wind-up and file the Certificate of Termination. You would use the Certificate of Dissolution when you want a public record that dissolution has started - for example, to trigger creditor notice periods. Whichever path you take, the LLC is not fully closed with the state until the Certificate of Termination is accepted.

Tax Clearance Is No Longer Required (Act 122 of 2022)

For decades, Pennsylvania required an LLC to obtain tax clearance certificates from both the Department of Revenue and the Department of Labor & Industry before it could terminate. Getting those certificates could take months. Act 122 of 2022 eliminated that requirement for voluntary dissolutions and terminations, so you can now file the Certificate of Termination without first securing clearances.

Important nuance: removing the clearance gate does not remove your tax obligations. You still must file all final returns and pay outstanding tax. The change simply means you no longer wait on the two agencies before filing your termination. For federal wind-up tax mechanics, see how to close a business.

Winding Up: Debts, Assets, and Final Tax Returns

Winding up is where most of the substantive work happens. Under Chapter 88, a dissolved LLC must discharge or make provision for its liabilities before distributing anything to members. Practically, that means paying creditors, resolving contracts and leases, collecting receivables, and selling or distributing remaining assets. Distributing assets to members before paying creditors can expose members to clawback claims.

On the tax side, file your final business tax returns. A multi-member LLC files a final Form 1065; a single-member LLC reports final activity on the owner's return. Pay any final self-employment tax, employment taxes, and Pennsylvania taxes. Keep records of the wind-up in case of later questions.

Notice to creditors matters legally, not just as a courtesy. Chapter 88 lets a dissolved LLC fix a deadline for creditors to present claims and bar claims that are not brought in time, provided the LLC follows the statutory notice procedure. Handling claims correctly protects the members: if assets are distributed while known debts remain unpaid, a creditor may pursue those distributions. If your LLC held real estate, inventory, or equipment, plan the liquidation and any transfer taxes before you distribute proceeds. Where an operating agreement sets a specific order for distributions, follow it; otherwise the statutory default order controls.

Filing Fees and Costs (2026)

The direct state cost of terminating a Pennsylvania LLC is modest. The table lists the fees you are most likely to encounter; confirm current amounts on the Department of State's fee schedule before filing, since expedite and copy fees change.

See the cost to dissolve an LLC for a national comparison of these fees.

Federal Steps: Final Returns and Closing Your EIN

The IRS treats closing a business as several tasks: file a final return and related forms, take care of employees (final payroll deposits and forms if you had any), and pay final taxes. If you no longer need your EIN, the IRS cannot cancel the number itself, but it can close your business account if you send a letter with the LLC's legal name, EIN, address, and the reason for closing. Keep your records for the periods the IRS recommends.

Because federal, state, and local steps interlock, many owners work through a closing checklist to avoid leaving an account open. See what happens if you don't dissolve an LLC for the risks of skipping these steps.

What Happens If You Don't Dissolve

If you simply stop operating without filing a Certificate of Termination, the LLC legally still exists. It remains obligated to file the Pennsylvania annual report ($7) each year and to handle any applicable taxes. Ignoring those obligations can lead to penalties and, for reports due beginning in 2027, administrative dissolution six months after the September 30 deadline. Formal termination is the clean way to end all of these obligations and to signal to creditors and taxing authorities that the business is closed.

Frequently Asked Questions

How much does it cost to dissolve an LLC in Pennsylvania?

The Certificate of Termination (Form DSCB:15-8872) costs $70. An optional Certificate of Dissolution also costs $70. There is no tax-clearance fee because clearance certificates are no longer required.

Do I still need a tax clearance certificate?

No. Since Act 122 of 2022, Pennsylvania no longer requires tax clearance certificates from the Department of Revenue and Labor & Industry before terminating. You still file and pay final taxes.

What form dissolves a Pennsylvania LLC?

The Certificate of Termination (Form DSCB:15-8872), filed with the Department of State, ends the LLC's existence. A Certificate of Dissolution can be filed first but is optional.

What happens if I don't formally dissolve?

The LLC keeps existing and owing the annual report and taxes, and can face penalties and administrative dissolution. Formal termination stops those obligations.

How long does dissolution take?

Winding up takes as long as it takes to settle debts and distribute assets. Department of State processing of the termination varies; use expedited service if you need it faster.

Related

• How to dissolve an LLC (cluster hub)
• How to form an LLC in Pennsylvania
• Pennsylvania annual report
• Pennsylvania registered agent
• Pennsylvania operating agreement
• Cost to dissolve an LLC
• What happens if you don't dissolve
• How to dissolve an LLC in Illinois (sibling)

Sources

1. 15 Pa.C.S. § 8872 - Winding up and filing of certificates by dissolved limited liability company.
2. 15 Pa.C.S. § 8871 - Events causing dissolution.
3. 15 Pa.C.S. § 8878 - Disposition of known and other claims against dissolved company.
4. 15 Pa.C.S. § 139 - Tax clearance of certain fundamental transactions (amended by Act 122 of 2022).
5. Pennsylvania Department of State - Pennsylvania Limited Liability Company (termination filings).
6. Pennsylvania Department of State - Registration Forms and Documents (Certificate of Termination / Dissolution, DSCB:15-8872).
7. Pennsylvania Department of State - Annual Reports ($7 fee; ongoing obligation until termination).
8. Pennsylvania General Assembly - Act 122 of 2022 (eliminated tax clearance for dissolution).
9. Pennsylvania Department of Revenue - Tax types and information (final returns).
10. IRS - Closing a Business (final returns and checklist).
11. IRS - Canceling an EIN / Closing Your Business Account.
12. Cornell Legal Information Institute - Dissolution (Wex).
13. Cornell Legal Information Institute - Winding up (Wex).

LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. Laws, fees, and thresholds change; verify current requirements with the Pennsylvania Department of State and Department of Revenue before acting.