Fill and Sign the Pennsylvania Dissolution 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. The board of directors must direct that the question of dissolution be submitted to a vote of the shareholders of the corporation entitled to vote thereon at a regular or special meeting of the shareholders. Written notice of the meeting of shareholders that will consider the advisability of voluntarily dissolving a business corporation must be given to each shareholder of record entitled to vote thereon and the purpose must be included in the notice of the meeting. The resolution must be adopted upon receiving the affirmative vote of a majority of the votes cast by all shareholders of the business corporation entitled to vote thereon and, if any class of shares is entitled to vote thereon as a class, the affirmative vote of a majority of the votes cast in each class vote. A proposal for the voluntary dissolution of a corporation is not deemed to have been adopted by the corporation unless it has also been recommended by resolution of the board of directors, regardless of the fact that the board has directed or suffered the submission of such a proposal to the shareholders for action. The board of directors of a business corporation has full power to wind up and settle the affairs of a business corporation. After the approval by the shareholders of the proposal that the corporation dissolve voluntarily, the corporation must immediately cause notice of the winding up proceedings to be officially published and to be mailed by certified or registered mail to each known creditor and claimant and to each municipal corporation in which its registered office or principal place of business in Pennsylvania is located. The corporation must, as speedily as possible, proceed to collect all sums due it, convert into cash all corporate assets the conversion of which into cash is required to discharge its liabilities and, out of the assets of the corporation, discharge or make adequate provision for the discharge of all liabilities of the corporation, according to their respective priorities. Any surplus remaining after paying or providing for all liabilities of the corporation must be distributed to the shareholders according to their respective rights and preferences. A business corporation, at any time during the winding up proceedings, may apply to the court to have the proceedings continued under the supervision of the court and thereafter the proceedings must continue under the supervision of the court as if the dissolution were an involuntary liquidation and dissolution. Articles of dissolution and the certificates or statement required by §139 (relating to tax clearance of certain fundamental transactions) must be filed in the Department of State when: 1. All liabilities of the business corporation have been discharged, or adequate provision has been made therefor, and all of the remaining assets of the corporation have been (or in case its assets are not sufficient to discharge its liabilities, when all the assets have been fairly and equitably applied, as far as they will go, to the payment of such liabilities); or 2. An election to proceed under Subchapter H (relating to post-dissolution provision for liabilities) has been made. Upon the filing of the articles of dissolution with the department, the existence of the corporation ceases. STEPS AND GUIDELINES TO DISSOLVE A PENNSYLVANIA CORPORATION Step 1: If the corporation has not commenced business, then follow these instructions: SEE FORM 1 - ARTICLES OF DISSOLUTION  This form should be typed or printed in BLACK ink and must be legible and must be on 8.5 x 11 paper.  In the box at the top of the page, provide the "Entity Number" and indicate that the dissolution is "By Shareholders…" Provide a name and address of where you want the "filed" copy of the Articles returned.  The second box on the page is for use by the Department of State.  1. Provide the name of the corporation as it appears on the records of the Department of State.  2. Provide the address of the corporation's current registered office OR the name of the corporation's commercial registered office provider.  3. Provide the statute under which the corporation was incorporated. This should be the Pennsylvania Business Corporation Law of 1988 (Pennsylvania Code, Title 15).  4. Provide the date of incorporation.  5. Check the blank beside "Business Corporation Only."  6. There is nothing to add to this section.  7. Indicate the status of the liabilities of the corporation.  8. This section is not applicable.  9. Indicate whether the incorporators or the shareholders elected to dissolve the corporation.  Date and sign the Articles. A majority of the members or shareholders or incorporators must execute the Articles on behalf of the corporation.  File the original and one copy of the Articles.  The filing fee is $70.00.  NOTE: YOU MUST FILE A DOCKETING STATEMENT WITH THE ARTICLES OF DISSOLUTION. SEE FORM 2 - DOCKETING STATEMENT Mail or deliver the original and one copy of the Articles of Dissolution and the original and three copies of the Docketing Statement, along with $70.00 filing fee (make check payable to Department of State) to: MAILING ADDRESS: Department of State Corporation Bureau P.O. Box 8722 Harrisburg, PA 17105-8722 PHYSICAL ADDRESS (for hand/messenger delivery): Department of State Corporation Bureau Commonwealth Avenue & North Street 308 North Office Building Harrisburg, PA 17120 Phone: (717) 787-1057 A cover letter to send with ARTICLES OF DISSOLUTION is included in this packet. SEE FORM 3 - TRANSMITTAL LETTER Step 2: If the corporation has commenced business, the Board of Directors must adopt a resolution recommending dissolution to the shareholders. SEE FORM A - RESOLUTION Step 3. Mail a Notice of Special Meeting to EVERY shareholder. SEE FORM B - NOTICE OF SPECIAL MEETING Step 4: At the special Meeting a majority of the shareholders must approve the resolution. In the alternative, the shareholders may elect to sign a Written Consent. SEE FORM C - WRITTEN CONSENT OF SHAREHOLDERS Step 5: Upon adoption of the Board's resolution by the shareholders, or upon the unanimous consent of the shareholders, the corporation must immediately cause notice of the winding up proceedings to be officially published. Also, the notice must be mailed by certified or registered mail to each known creditor and claimant and to each municipal corporation in which the corporation's registered office or principal place of business in Pennsylvania is located. SEE FORM D - NOTICE OF DISSOLUTION Step 6: Complete the winding up process. See Introductory Notes. Step 7: You are now ready to file the Articles of Dissolution. SEE FORM 4 - ARTICLES OF DISSOLUTION  This form should be typed or printed in BLACK ink and must be legible and must be on 8.5 x 11 paper.  In the box at the top of the page, provide the "Entity Number" and indicate that the dissolution is "Business Corporation." Provide a name and address of where you want the "filed" copy of the Articles returned.  The second box on the page is for use by the Department of State.  1. Provide the exact name of the corporation as it appears on the records of the Department of State.  2. Provide the address of the corporation's current registered office OR the name of the corporation's commercial registered office provider.  3. Provide the statute under which the corporation was incorporated. This should be the Pennsylvania Business Corporation Law of 1988 (Pennsylvania Code, Title 15).  4. Provide the date of incorporation.  5. Provide the names and address of the directors of the corporation.  6. Provide the names, official titles, and addresses of the officers of the corporation.  7. Check the blank beside "The proposal to dissolve voluntarily was adopted by the directors and shareholders…."  8. Indicate the status of the liabilities of the corporation.  9. Check the first blank.  10. Indicate the status of legal proceedings against the corporation.  11. There is nothing to add to this section.  Date and sign the Articles. A majority of the members or shareholders or incorporators must execute the Articles on behalf of the corporation.  File the original and one copy of the Articles.  The filing fee is $70.00.  NOTE: YOU MUST FILE A TAX CLEARANCE CERTIFICATE FROM THE DEPARTMENT OF REVENUE AND THE BUREAU OF EMPLOYMENT SECURITY WITH THE ARTICLES OF DISSOLUTION.  Mail or deliver the original and one copy of the Articles of Dissolution and the tax clearance certificates and the $70.00 filing fee (make check payable to Department of State) to: MAILING ADDRESS: Department of State Corporation Bureau P.O. Box 8722 Harrisburg, PA 17105-8722 PHYSICAL ADDRESS (for hand/messenger delivery): Department of State Corporation Bureau Commonwealth Avenue & North Street 308 North Office Building Harrisburg, PA 17120 Phone: (717) 787-1057 A cover letter to send with ARTICLES OF DISSOLUTION is included in this packet. SEE FORM 3 - TRANSMITTAL LETTER Disclaimer: If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located at http://www.uslegalforms.com/disclaimer.htm FORM A RESOLUTION RESOLUTION OF ______________________________________________ Pursuant to Notice or Waiver of Notice, at a regular or special meeting of the Directors of _____________________________________________________________________________, a Pennsylvania corporation, upon motion duly made and seconded, the following resolution was adopted by a majority of the Original Incorporators/Directors: RESOLVED by the Directors of the Corporation as follows: The Directors of the corporation recommend to the Shareholders that the corporation be dissolved and that dissolution proceed under Pa.C.S.A. §1975. Dated this the ______ day of _____________________________, 20___. _____________________________________ Director _____________________________________ Director _____________________________________ Director Attest: _____________________________________ Secretary FORM B NOTICE OF SPECIAL MEETING NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF _______________________________________ Pursuant to the By-Laws of the Corporation, a special meeting of the Shareholders of _______________________________________________________________, a Pennsylvania corporation is called for the ______ day of ____________, 20__, at ______ ___.m., to be held at the following address: ___________________________________________ ___________________________________________ ___________________________________________ The Purpose of the meeting is to seek stockholder approval of the Resolution to Dissolve Corporation heretofore adopted by the Board of Directors. This Notice given on this the _________ day of ___________, 20___, by the Secretary of the Corporation at the direction of the Board of Directors, by mailing a true and correct copy of this Notice to the address of each shareholder on the records of the Corporation at least 10 days prior to such special meeting. __________________________ Secretary FORM C WRITTEN CONSENT OF THE STOCKHOLDERS WRITTEN CONSENT OF THE STOCKHOLDERS OF _________________________________ The undersigned, being all the shareholders of _______________________________________, a Pennsylvania corporation, hereby consent to the dissolution of the corporation under Pa.C.S.A. §1975 Dated this the ______ day of ______________________________, 20___. ____________________________________ Shareholder ____________________________________ Shareholder ____________________________________ Shareholder FORM D NOTICE OF INTENT TO VOLUNTARILY DISSOLVE A CORPORATION NOTICE OF INTENT TO VOLUNTARILY DISSOLVE A PENNSYLVANIA CORPORATION Notice is given that the dissolution of _______________________________________________ ___________________________________________________________ (name of corporation), a Pennsylvania corporation with its office at __________________________________________ ______________________________________________________________(address of office), has been approved by the shareholders of the corporation. DATE OF NOTICE: ______________________________ BY: _________________________________________ Name and Title FORM 1 ARTICLES OF DISSOLUTION Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/PA/PA-Diss-initial.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html . The download is quick and easy. Fill out this form, and mail it in as directed. FOLLOW THE INSTRUCTIONS ON THE FORM. FORM 2 DOCKETING STATEMENT Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/PA/PA-docketing.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html . The download is quick and easy. Fill out this form, and mail it in as directed. FORM 3 TRANSMITTAL LETTER Return Name and Address ____________________________________ ____________________________________ ____________________________________ ____________________________________ Date Department of State Corporation Bureau P.O. Box 8722 Harrisburg, PA 17105-8722 Re: Articles of Dissolution Dear Sir: Enclosed please find an original and one copy of Articles of Dissolution and the filing fee of $70.00. Please file and provide a filed copy to me. Please contact me at the above address if you require anything further. With kindest regards, I am Sincerely yours, __________________________ Signature Enclosures Check # __________ Enclosed for $___________ FORM 4 ARTICLES OF DISSOLUTION Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/PA/PA-Diss.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html . The download is quick and easy. Fill out this form, and mail it in as directed.