Withdraw a Foreign Business in Pennsylvania
In this guide to withdrawing a foreign LLC or corporation in Pennsylvania, we’ll go over what it means to be a foreign business, the forms you’ll need to file to withdraw or cancel it, and anything else you should to know.
Steps to Withdraw a Foreign PA LLC or Corporation
To withdraw your foreign LLC or corporation in PA, you’ll need to file official state paperwork with Pennsylvania’s Department of State (DOS). Our guide shows you how to do it.
What is a foreign Pennsylvania LLC or corporation?
When companies expand their business to another state, they’re called “foreign businesses” in their new state. To operate legally, the business needs to register with the new state by completing a process called foreign qualification. Likewise, if the business stops operating in the foreign state, it needs to officially cancel its foreign registration.
How do I withdraw my foreign LLC or corporation PA?
To withdraw or cancel your foreign LLC or corporation in Pennsylvania, you’ll need to provide a completed Statement of Withdrawal of Foreign Registration form to Pennsylvania’s Department of State by mail, in person, or online, along with the filing fee. A Department of Revenue Tax Clearance Certificate must be attached also.
How much does it cost to cancel your out of state registration in Pennsylvania?
$70 for both a foreign LLC or a foreign corporation.
Is a tax clearance required?
Yes. PA generally requires all business types to get a tax clearance certificate from the Department of Revenue and from the Bureau of Employment Security of the Department of Labor and Industry evidencing payment of all taxes and charges payable to the state. Submit an Application for Tax Clearance Certificate to the PA Department of Revenue, and send a copy of the application to the Department of Labor and Industry.
Note: After completing the Application for Tax Clearance Certificate, make two copies of the application before signing it, and then sign the two copies.
How do I file the withdrawal application?
Withdrawal of a foreign LLC or corporation in Pennsylvania is a two-step process. Here’s how it works.
Mail one copy of your Tax Clearance Application to:
PA Department of Revenue
Corporate Clearance Section
Bureau of Compliance
P.O. Box 280947
Harrisburg, PA 17128-0947
…and a second copy to:
PA Department of Labor and Industry
Office of Unemployment Compensation Tax Services
e-Government Unit
Labor and Industry Building, Room 916
651 Boas Street
Harrisburg, PA 17121
Once you’ve received notice back from both departments clearing your business to withdraw from the state, you can then mail your withdrawal application, along with an attached copy of each department’s approval, to:
Pennsylvania Department of State
Corporation Bureau
P.O. Box 8722
Harrisburg, PA 17105-8722
Note: As required by 15 Pa.C.S. § 4129 or by 15 Pa.C.S. § 6129, corporations and nonprofits must advertise their intention to withdraw from doing business in Pennsylvania before filing a Statement of Withdrawal. The publication requirement can be fulfilled by listing intent to withdrawal in two newspapers of general circulation, one a legal journal, if possible. Proof of the advertising is not required to be sent to the Department of State, but should be filed with the minutes of the corporation.
How long does it take the state to process the withdrawal filing?
The Department of Revenue and the Department of Labor and Industry take approximately four weeks to furnish the Tax Clearance Certificates after the application is submitted. Then the Department of State will process your termination in one week. In short, you’re looking at over a month before your foreign business will be withdrawn from the state.
Foreign Pennsylvania LLC or Corporation Withdrawal FAQs
Can a foreign business lose its ability to operate for not filing an annual report?
Yes. Pennsylvania requires most businesses to file a PA Annual Report. The filing fee is $7 for most entities, while nonprofit organizations are exempt. Failure to file annual reports by their assigned due date will result in your business being dissolved by the state. You may also be fined. For partnerships and professional LLCs, if the annual registration is not filed by May 15th, a penalty of $500 will be assessed.
If no report is filed, how long before you lose your Certificate of Good Standing?
Failure to file your annual report will result in your business name being available to any entity registering to do business in Pennsylvania.
What is the difference between withdrawing and dissolving a business?
Foreign entities withdraw their business from a foreign jurisdiction. Domestic entities dissolve their business in their home state.
For example, an LLC that originated in Pennsylvania is domestic to Pennsylvania. If it stopped operating in the state, it would need to dissolve the business. If it operated as a foreign business in another state, it would need to withdrawal from that state if it wanted to close up shop.
Learn how to dissolve a PA LLC or a STATE corporation.
What if I want to start a foreign LLC or corporation in PA?
You’re in luck! Head over to our comprehensive guides on how to form a foreign PA LLC or start a foreign PA corporation. You can even HIRE US to do it for you!