Instructions For Securing a Tax Clearance Certificate To File With the PA Department of State (REV-181-I)

INSTRUCTIONS FOR SECURING A

TAX CLEARANCE CERTIFICATE

TO FILE WITH

THE PA DEPARTMENT OF STATE

The first step to cease doing business in Pennsylvania is to obtain a Tax Clearance Certificate from

the PA Department of Revenue and the PA Department of Labor and Industry. A Tax Clearance

Certificate verifies the entity satisfied all tax obligations due to the Commonwealth, including taxes,

interest, penalties, fees, charges and any other liabilities. To obtain a Tax Clearance Certificate, the

entity must complete and file an Application for Tax Clearance Certificate (REV-181).

Entities are defined as a corporation, partnership or two or more individuals associated in a common

interest or undertaking. This definition applies to domestic and foreign for-profit and non-profit cor-

porations, limited partnerships and limited liability companies.

Entities not subject to Pennsylvania corporate taxes must file the Application for Tax Clearance

Certificate (REV-181) and report and pay all taxes, interest and penalties up to the date the entity

ceased business activities in Pennsylvania.

Entities required to file corporation tax reports may initiate the tax clearance process by:

(1) Submitting an Application for Tax Clearance Certificate (REV-181).

(2) Filing the appropriate tax reports/returns and paying all taxes, interest and penalties. Domestic

corporations must file corporate tax reports/returns up to and including the date business activi-

ties ceased and assets were distributed. Foreign corporations must file all corporate tax

reports/returns up to and including the date business activities ceased in Pennsylvania and PA

assets were disposed of.

(3) Providing a completed Distribution of Assets Schedule. Foreign corporations should account for

the distribution of all PA assets. If assets were distributed in kind, a copy of the federal Form 1099

DIV, federal Form 4797 or federal Schedule D must accompany the schedule.

After completing the Application for Tax Clearance Certificate (Form REV-181), make two copies of

the application before signing it, and then sign the two copies. The entity should retain a copy of the

application for its records.

REV-181-I (8-08) (I)

File one copy with the

PA Department of Revenue at:

PA DEPARTMENT OF REVENUE

BUREAU OF COMPLIANCE

CORPORATE CLEARANCE SECTION

PO BOX 280947

HARRISBURG PA 17128-0947

File the other copy with

PA Department of Labor and Industry at:

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

Bureau of Compliance

PO BOX 280947

Harrisburg, PA 17128-0947

Department of State Tax Clearance Certificate Requirements

A tax clearance certificate from the Department of Revenue and the Department of Labor and

Industry must accompany the filing of the articles, certificates, applications or other documents with

the Department of State in the following events:

1. (a) When a domestic association files articles or a certificate of merger or consolidation

effecting a merger or consolidation into a nonqualified foreign association;

(b) When a domestic association files articles or a certificate of dissolution; or

2. When a qualified foreign association files an application for termination of authority or sim-

ilar document; and

3. When a domestic association files articles or a certificate of division dividing solely into non-

qualified foreign associations.

Tax Clearance Certificates in Judicial Proceedings

Until a Tax Clearance Certificate from the Department of Revenue and the Department of Labor and

Industry has been filed with the court, the court cannot order the dissolution of a domestic business

corporation, nonprofit corporation or business trust. Nor can it approve a final distribution of the

assets of a domestic general partnership, limited partnership, electing partnership or limited liability

company.

To file a tax clearance certificate and accompanying documents with the Department of State, send

documents and a $70 check made payable to the PA Department of State to the following address:

PA DEPARTMENT OF STATE

CORPORATION BUREAU

NORTH OFFICE BUILDING ROOM 308

PO BOX 8722

HARRISBURG PA 17105-8722

For Revenue forms, visit www.revenue.state.pa.us or call (717) 783-6052.

For information from the Department of State, visit www.dos.state.pa.us/corp.htm or call

(717) 787-1057.

The Fiscal Code governing tax clearance certificates may be viewed online at

www.revenue.state.pa.us under “Legal/Legislative Information.”