Withdrawing a Pennsylvania foreign registration

A registered foreign association may withdraw whenever it chooses to stop doing business in the state. In 5 situations the law requires it to file: the association has dissolved and finished winding up, it was the non-surviving party to a merger whose survivor is another foreign association, it divided and did not survive, it converted into a nonfiling association other than a limited liability partnership, or it was the entity that domesticated into such an association. Only the required cases fill in item 6.

A foreign corporation must advertise its intention to withdraw before it files. As with the advertising at registration, proof is kept with the corporate minutes and is not sent to the Department. An LLC has no advertising step.

An authorized representative of the association signs. In a required withdrawal, the representative of the surviving association in a merger, the resulting association in a division, the dissolved association, or the converted or domesticated association signs. Signing affirms that the facts are true in all material respects.

The common reasons are a missing clearance certificate, a name that does not match the registered or alternate name, an address that is only a post office box, a delayed effective date, and an item 6 box left unticked in a required withdrawal.

Clear taxes first, advertise if the entity is a corporation, then file. Request the clearance certificates from both departments together. With the certificates in hand, we prepare the statement from your answers.

$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.