Business Dissolution Attorney in Philadelphia, Pennsylvania
In Pennsylvania, business dissolution provides a legal and voluntary way to end your business. Once the business is legally dissolved, you will no longer be liable to settle debts or pay taxes. If you're considering dissolving a corporation, LLC, or sole proprietorship business and want to understand the process, consulting with an experienced Pennsylvania business law attorney is imperative for proper guidance.
At Richard L. Vanderslice, P.C., we are committed to providing knowledgeable and comprehensive guidance to clients in business law-related matters, including business formation and dissolution. Our skilled attorney is available to discuss your unique circumstances and explore your possible legal options to end your business. We will educate you about the Pennsylvania business dissolution process and walk you through the legal steps involved from start to finish.
Richard L. Vanderslice, P.C. proudly serves clients throughout Philadelphia, Pennsylvania, and the surrounding areas of Delaware County, Philadelphia County, and Montgomery County.
Understanding Business Dissolution
Business dissolution can be described as the formal and legal way to wind up the business. Once a business is dissolved, it legally ends the company's existence within the state. By doing this, the company will no longer be liable for future taxes, fees, fines, penalties, and continued liability.
Reasons for Dissolving a Business
Some common reasons for dissolving a business include:
Excessive debts through loans
Low cash flow
Unfavorable economic policies
Negligent accounting practices
Failure to comply with mandates
Too much competition or market saturation
Mismanagement of business operations
Failure of succession-planning
Disagreements between business partners or members
The right way to dissolve your business will depend on the business structure or entity. A knowledgeable attorney can enlighten you about the business dissolution process for LLCs, corporations, or sole proprietorship businesses in the Commonwealth of Pennsylvania.
Dissolving an LLC
Here are the steps involved in dissolving a limited liability company (LLC) in Pennsylvania:
Review the Company's Documents: Review the company's formational documents to know the rules addressing how to dissolve the company.
Seek Approval from LLC Members: Seek approval from the LLC members to dissolve the company through a vote.
Wind Up: Once LLC members have agreed to dissolve the company through a vote, you should take care of the final matters to wind up:
Collect all known debts
Pay all known debts
Sell, lease, or transfer all LLC assets and property
Distribute remaining property and money to LLC members
Notify and Pay Creditors: Notify all known creditors through a properly written document. Pay creditors and claimants, including managers or members of the LLC who are creditors.
Obtain Tax Clearance: You must obtain the Tax Clearance Certificate from the Department of Revenue (DOR) and from the Bureau of Employment Security of the Department of Labor & Industry (DLI).
File Certificate of Dissolution: File the Certificate of Dissolution with the Department of State (DOS). Attach the Tax Clearance Certificates to the Certificate of Dissolution. The dissolution certificate should contain the following information:
The name of your LLC
A statement that your debts, liabilities, and obligations have been discharged
A statement that all remaining LLC assets and property have been distributed to members
A statement about any pending legal action or court proceedings against the LLC
Cancel Permits & Licenses: Ensure that you cancel all regional, state, city, and county business permits and licenses.
A skilled lawyer can guide you through the process and help you navigate key decisions.
Dissolving a Corporation
In the Commonwealth of Pennsylvania, the dissolution of corporations is governed by the Business Corporation Law of 1988 (BCL). Here are the steps involved:
Schedule Directors Meeting: Schedule a board of directors meeting to formally move a motion to dissolve the corporation. The resolution must indicate if the dissolution would proceed under Subchapter H or Section 1975 of the BCL.
Seek Shareholder's Vote: Seek the vote of the majority of shareholders to approve the dissolution. You may also need to get written consent from the shareholders.
Fulfill Debts and Tax Obligations: Pay off all outstanding business debts, taxes, and administrative fees.
Obtain Tax Clearance: Obtain tax clearance certificates from the DOR and DLI.
Wind Up: Some other tasks to wind up the dissolution include:
Distribute any remaining assets, property, and money
Cancel all regional, state, city, and county business permits and licenses
Close all corporate bank accounts
Notify vendors, customers, and creditors of your dissolution
Cancel the tax account that is connected to the corporation
Submit Dissolution Articles: Submit the written consent and the Articles of Dissolution to the Pennsylvania Department of State.
Allow a knowledgeable attorney to walk you through the steps involved in dissolving a corporation and help you make intelligent decisions.
Dissolving a Sole Proprietorship
Here's the process for dissolving a sole proprietorship business in The Keystone State:
Inform all your customers and employees that your business will be closing
End all business operations and transactions
Issue final paychecks to your employees
Pay all outstanding business debts and fulfill tax obligations
Cancel business permits with local and state authorities
Cancel any occupational or professional licenses
Close any tax accounts connected to the business
Seasoned legal counsel can inform you about the required steps and guide you through the process from start to finish.
Work With an Experienced Business Law Attorney
Regardless of your business structure, dissolving a business usually involves numerous complex processes. Getting approval from members and partners, filing dissolution certificates, filing required taxes, liquidating assets, and paying debts can make the whole process quite stressful. Therefore, when considering dissolving or ending your business, you need to speak with an experienced business law attorney for detailed guidance.
At Richard L. Vanderslice, P.C., we have the diligence to advise and guide clients through the complicated procedures involved in business dissolution. Whether you are dissolving a corporation, LLC, or sole proprietorship, our attorney can guide you through all legal processes involved and help you make informed decisions. We will outline a strategic plan to protect your personal assets and help make the whole business dissolution as seamless and streamlined as possible.
Business Dissolution Attorney in Philadelphia, Pennsylvania
If you need proper guidance to dissolve your business, contact Richard L. Vanderslice, P.C. to schedule a simple consultation. Our trusted lawyer can offer you the advocacy and guidance you need to make intelligent decisions in your business dissolution. We're proud to serve clients throughout Philadelphia, Delaware County, Philadelphia County, and Montgomery County, Pennsylvania.