Pennsylvania Certificate of Authority · Withdrawal
Ending a foreign entity's authority in Pennsylvania: the statement of withdrawal
A registered foreign entity ends its Pennsylvania authority with DSCB:15-415/417, the Statement of Withdrawal of Foreign Registration, accompanied by tax clearance certificates from two departments. The current filing fee is confirmed when we prepare the withdrawal, and our preparation price is $199.
The withdrawal at a glance
| Form | DSCB:15-415/417 |
|---|---|
| Governing sections | 15 Pa.C.S. 415 to 417 |
| Effective | On filing only |
| Needs | Clearance certificates from two tax departments |
| Signed by | An authorized representative of the association |
| Effect | Removal from the rolls of active associations |
When withdrawal is required, and when it is a choice
| Situation | Withdrawal |
|---|---|
| The entity stops doing business but stays in existence | Voluntary |
| The entity dissolves and finishes winding up | Required |
| The entity does not survive a merger, and the survivor is another foreign association | Required |
| The entity divides and does not survive | Required |
| The entity converts into a nonfiling association (a limited liability partnership excepted) | Required |
| The entity domesticates as a nonfiling association (a limited liability partnership excepted) | Required |
| The entity merges into, converts to or domesticates as a Pennsylvania entity | Automatic; no filing is needed |
Five situations require the filing, and a registered foreign association may also choose to withdraw when it stops operating.
The tax clearance requirement
Two certificates are mandatory. The single exception is an entity that does not survive a merger into another registered foreign association. Everybody else files Form REV-181 with the Department of Revenue and again with the Department of Labor and Industry, then attaches both certificates.
Corporate notice
A corporation, business or nonprofit, must advertise its intention to withdraw before filing. The proof stays with the corporate minutes. LLCs and partnerships have no notice step.
The items
There are 6 numbered items. The first three give the registered name, the jurisdiction of formation and the Pennsylvania office of record, whether an address or a provider with its county. The next two are mandatory statements, and the second makes the withdrawal effective when filed. The last, item 6, is reserved for required withdrawals and is completed by ticking one box.
Who signs
An authorized representative of the association signs. In a required withdrawal the signer acts for whichever entity remains, be that the merger survivor, the product of a division, the dissolved entity itself, or the converted or domesticated entity.
Alternate names
An entity that registered under an alternate name uses that alternate name on the statement. The Department matches filings to the name on its record.
What withdrawal does
The Department removes the entity from its list of active associations. Until that happens the registration stays in place and the annual report stays due; six months of lateness can bring termination.
Common reasons for a return
A clearance certificate missing from the package, a post office box in item 3, a delayed effective date, a name that does not match the record, or an item 6 box left blank in a required case.
Examples
A Texas LLC that closed its Pennsylvania office files voluntarily once the tax clearance certificates arrive. A Virginia corporation that dissolved after selling its business files as a required withdrawal and ticks the dissolution box in item 6. A Delaware LLC that merged into a Pennsylvania LLC needs no filing at all; the merger is the withdrawal.
Why the clearance certificates take planning
The withdrawal cannot be filed without both certificates. Request them at the same time and keep copies. Once both are in hand, we prepare the statement and file it.
Records to keep
After the Department files the withdrawal, keep the filed statement, both certificates and the proof of publication if the entity is a corporation with the entity's closing records.
Questions to settle before filing
Does the entity still have Pennsylvania contracts open? Are all Pennsylvania tax accounts closed? Has the corporate notice been run? Who will sign, and in what capacity?
Timing against the annual report
A registered entity that has not withdrawn still owes its annual report on the usual date. If the report is filed late the Department can begin termination six months after the due date, so withdrawing before a deadline passes spares the entity an unnecessary report.
Withdrawing a foreign entity from Pennsylvania
Request tax clearance
Send Form REV-181 to Revenue and to Labor and Industry.
Publish notice if a corporation
Advertise the intention to withdraw; keep the proof.
Draft the statement
Fill in the withdrawal statement with the registered name and the office of record.
Sign
An authorized representative of the association signs.
File with both certificates
No future date can be chosen.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Withdrawal questions
Can a nonprofit withdraw?
Yes, on the same statement, after the notice step.
Do I need clearance from both departments?
Yes, both, unless the narrow merger exception applies.
Can the withdrawal be dated later?
No.
What does a merger into a Pennsylvania entity do?
It counts as a withdrawal without a filing.
Fees at a glance
Get Pennsylvania authority
+ $250 state fee
- Your Foreign Registration Statement, drafted from a short questionnaire
- The docketing statement filed alongside it
- A Pennsylvania registered office entry, ours or one you hold
- The filed copy sent back to you
- Renewal: after the first year, the agent service renews at $149 a year
$199
Pennsylvania
Get authority to operateThe $250 goes to the Department of State and appears on its own line. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Official sources
- Pennsylvania Department of State, fees and payments
- DSCB:15-412, Foreign Registration Statement, with instructions
- Pennsylvania Department of State, foreign associations
- Pennsylvania Department of State, annual reports
- Pennsylvania Department of State, commercial registered office providers
- DSCB:15-415/417, Statement of Withdrawal of Foreign Registration, with instructions
- 15 Pa.C.S. 416, withdrawal deemed on certain transactions
- 15 Pa.C.S. 412, foreign registration statement
- 15 Pa.C.S. 419, termination of registration
Need to operate in Pennsylvania?
Tell us the entity type and we prepare the filing.