Fill and Sign the Articles of Dissolution Pennsylvania Department of State Pagov Form

CORPORATE DISSOLUTION PENNSYLVANIA Electronic Version STATUTORY REFERENCES PENNSYLVANIA STATUTES (Pa.C.S.A.), §§ 1971 through 1980 INTRODUCTION AND LAW SUMMARY A Pennsylvania corporation may be dissolved either voluntarily or involuntarily. THIS FORM PACKAGE ADDRESSES ONLY VOLUNTARY DISSOLUTION. Additionally, a Pennsylvania corporation may make a post-dissolution provision for liabilities or a pre-dissolution provision for liabilities. THIS FORM PACKAGE ADDRESSES ONLY PRE- DISSOLUTION PROVISIONS FOR LIABILITIES. The shareholders or incorporators of a business corporation that has not commenced business may effect the dissolution of the corporation by filing articles of dissolution with the Department of State. The articles of dissolution must be executed in the name of the corporation by a majority of the incorporators or a majority in interest of the shareholders. Any business corporation that has commenced business may dissolve voluntarily and wind up its affairs. Voluntary dissolution must be proposed by the adoption by the board of directors of a resolution recommending that the corporation be dissolved voluntarily. The resolution must contain a statement either that the dissolution must proceed under § 1975 or that the dissolution must proceed under Subchapter H.
Subchapter h a corporation may be dissolved in all the following circumstances: 1. As a result of the death of the stockholders, the incorporates or the stockholders. If the directors do not take action, it is presumed that the dissolution, which is referred to as voluntary dissolution, will automatically proceed under subchapter h in appropriate circumstances. The corporation is dissolved as provided in the statute for the jurisdiction in which the stockholders may have been resident and if the corporate records show that the corporate records are in proper order. 2. In any other state for which: a. A corporation of this state may be dissolved by its directors or in the case of any business corporation of a political subdivision of another state of the United States, after notice and an opportunity for hearing, provided the corporation is subject to a state or local law which provides for automatic dissolution in the event of corporate insolvency; and b. An application for voluntary dissolution has been filed in the court of the county in which the corporation's decoration will be made, in which the corporation is subject to the jurisdiction of this state, and in which the corporation's dissolution is sought. In any other case, in addition to the requirements for incorporation of a business corporation of a political subdivision of another state under subchapter h, in any case in which the corporate records are in proper order, the dissolution of the corporation must be filed in the court of decoration or district, the court of probate in any county in which the corporation's incorporation is pending, or the trial court in a county in which the corporation has any business or real estate situated within this state, and the corporation's decoration must show that a majority of the incorporators or of the stockholders have entered a certificate of dissolution. 3. When: a. The directors do not take action, or fail to act as soon as practicable after notice and an opportunity for hearing, for dissolution on the basis of any provision of paragraph (1), (2), (3), (4) or (5) of subsection b. Of section 10-1 to (7), subsection 12-a of section 10-1 to (7), paragraph (1) of subsection b. Of section 10-1 to (7), subsection 20-a of section 10-1 to (7), subsection 25-a of section 10-1 to (7), subsections (c) to (b) and () of section 10-1 to (7), paragraphs 1 and 4 and subsection (a)