How to Dissolve an LLC in Pennsylvania

To dissolve an LLC in Pennsylvania, you file a Certificate of Dissolution with the Pennsylvania Department of State and pay the $70 filing fee. The big change most guides miss: as of Act 122 of 2022, Pennsylvania no longer requires you to obtain tax clearance certificates before you dissolve. That single change made the process meaningfully faster. Prodezk has helped close more than 15,000 businesses, and Pennsylvania went from one of the slower states to one of the more straightforward ones.

If you read an older guide, you will see instructions to request clearance from the Department of Revenue and the Department of Labor and Industry before filing. That step is gone for voluntary dissolutions. You still settle your final Pennsylvania taxes, but the clearance certificate is no longer a filing prerequisite, so the Department of State no longer waits on another agency before it will process your paperwork.

How Do You Dissolve an LLC in Pennsylvania?

The core steps for a Pennsylvania LLC dissolution are:

• Approve the dissolution following your operating agreement, then document the decision in writing.
• Wind down the business: notify creditors, pay or set aside funds for outstanding debts, and distribute remaining assets to members.
• File your final Pennsylvania state tax returns and settle any balance. Clearance certificates are no longer required to dissolve, but the underlying taxes still have to be paid.
• File the Certificate of Dissolution with the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations, and pay the $70 filing fee.
• File your final federal tax return, marked final, and close your EIN with the IRS.

Since Act 122 of 2022, Pennsylvania no longer requires tax clearance certificates to dissolve a voluntary LLC. You file the Certificate of Dissolution with the Department of State and pay $70. Settle your final taxes, but the clearance certificate is no longer a gate in front of the filing.

How Much Does It Cost to Dissolve an LLC in Pennsylvania?

The Pennsylvania Department of State charges $70 to file the Certificate of Dissolution. There is no separate tax clearance fee anymore, which is part of why the current process is cheaper and simpler than the old one. The larger cost is what keeping the LLC open now creates: since 2025, Pennsylvania requires a yearly annual report, and an inactive entity keeps owing that report plus any tax filings for as long as it exists. The $70 is a one-time exit fee that ends the recurring obligations.

Item	Cost / Time
Certificate of Dissolution filing fee	$70
Tax clearance certificates	No longer required (Act 122 of 2022)
Estimated total processing time	Typically a few weeks
DissolveMyLLC service	$99 plus the state filing fee, up to $599 for complete closure

The Pennsylvania Certificate of Dissolution costs $70 to file with the Department of State. There is no longer a tax clearance fee or waiting period in front of it, so the current cost is a single $70 filing plus whatever final taxes you actually owe.

Does Pennsylvania Require a Tax Clearance Certificate?

No, not anymore. This is the detail that trips up most people researching a Pennsylvania dissolution. Before 2023, you had to request tax clearance certificates from the Department of Revenue and the Department of Labor and Industry, a step that commonly took four to six weeks or longer, before the Department of State would accept your dissolution. Act 122 of 2022 removed that requirement for voluntary dissolutions. You are still responsible for filing your final state returns and paying any balance due, but you no longer wait on a clearance certificate to file the Certificate of Dissolution.

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How Long Does a Pennsylvania LLC Dissolution Take?

Plan on typically a few weeks. With the tax clearance bottleneck removed, the timeline is now mostly the Department of State processing the Certificate of Dissolution, which you can submit online through the state business filing portal, by mail, or in person. Online submission is generally the fastest route. The old four-to-six-week clearance wait no longer sits in front of the filing, which is the single biggest reason a Pennsylvania dissolution moves faster today than it did a few years ago.

Pennsylvania LLC dissolutions now take roughly a few weeks, not months. Removing the tax clearance step cut out the four-to-six-week wait that used to dominate the timeline. File the Certificate of Dissolution online for the quickest turnaround.

What Happens If You Don't Dissolve Your Pennsylvania LLC?

An abandoned Pennsylvania LLC does not quietly close. Beginning in 2025, Pennsylvania replaced its old once-a-decade report with an annual report requirement, so an inactive LLC now owes a report every year, with a $7 filing fee for for-profit entities and a September 30 deadline. Ignore it long enough and the state can begin administrative action against the entity for failing to file. That is a worse outcome than a clean voluntary dissolution: it can leave your name attached to a delinquent entity and unresolved tax filings. Filing the Certificate of Dissolution yourself ends the annual report obligation and the tax exposure on your own terms.

Can a Foreign LLC Withdraw From Pennsylvania?

A foreign LLC registered to do business in Pennsylvania does not dissolve here. It files a Certificate of Termination of Registration with the Pennsylvania Department of State to end its authority to do business in the state. The actual dissolution of the LLC happens in the home state where it was formed. If you hold both a Pennsylvania registration and a home-state entity, coordinate both filings so neither one leaves a loose annual report or tax obligation running behind you.

DissolveMyLLC, powered by Prodezk, handles the Pennsylvania Certificate of Dissolution, confirms your final return requirements, and walks you through the whole close from $99 plus the state filing fee up to $599 for complete state and IRS closure. Prodezk has helped close more than 15,000 businesses across all 50 states over more than 24 years.