Withdrawing a Foreign Corporation from PA

 C.R.O.P. services in PA  + Help Getting Filed in PA

Withdrawing a Foreign Corporation from PA

Withdrawing a Foreign Corporation from PA...

First, I should stress that the termination of authority of a foreign corporation is not an easy process...a lawyer should be consulted.

For a formal termination of authority you must first file for tax clearances (forms and instruction sheet are available upon request from This email address is being protected from spambots. You need JavaScript enabled to view it. ). Two clearance certificates must be obtained, one from the Dept. of Labor & Industry (appx. 1 month) and the other from the Dept. of Revenue (appx. 1 year). As you can see it is a rather lengthy process to obtain the Revenue Certificate. Once the certificates are ready to be filed, we can deliver them to the appropriate offices (our charge is $35 to deliver these). It would help if you directed each Department to send the clearance certificates to our office - if we will be holding the termination pending receipt of the certificates (see paragraph 3 of the applications).

While the clearance applications are pending, the notices of dissolution/withdraw can be placed in a newspaper and a legal journal (we can assist with the publications - our charge is $35 plus the publication costs) which must be placed BEFORE the application for termination of authority is filed. 15 Sec. 4129 &1975(b).

There are other statutory provisions involving notice to certain creditors and government offices which must be complied with...those are set forth in Title 15 (see Sec. 4129 & 1975 et seq.) of the Pennsylvania Statutes.

You may also want to consider filing an Out of Existence affidavit which can or should (see below) be filed with the Dept. of Revenue to tell them that the company is no longer doing business. Some people use this procedure instead of the full blown clearance/dissolution procedure since it basically tells the Corporation Tax Bureau of the Dept. of Revenue that the company ceased operations as of a certain date. Once the OE affidavit is filed the company surrenders its name exclusivity at the Dept. of State Corporation Bureau, but this is usually of no major concern at this point. The OE affidavit is not, we are told, circulated to other non-corporate tax bureaus in the Dept. of Revenue. For this reason it may be better to terminate the authority.

 

A supervisor at the Dept. of Revenue told me that there are definite benefits to filing an OE affidavit even if you are filing a Corporate Clearance Application because under some circumstances, such as the inability of the Dept. to clear a non-corporate tax, the Corporate Tax Bureau will know independently that the company has ceased doing business.

FORMS LINKS:

The Revenue Forms mentioned above can be obtained by Clicking Here (on our sister company's website - Esquire Assist)

The Corporation Bureau Forms mentioned above can be obtained by Clicking Here (on our sister company's website - Esquire Assist)