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What legal steps can I take to dissolve a partnership or LLC in Pennsylvania?

Picture of Chris Battis By   ·  1 minute read

As a lawyer, here is my legal advice in response to the question: What legal steps can I take to dissolve a partnership or LLC in Pennsylvania?

To dissolve a partnership or LLC in Pennsylvania, the following legal steps should be taken:

  1. Review the partnership agreement or LLC operating agreement: These documents may contain provisions regarding the process of dissolution, including the required vote of members, notice requirements, and the distribution of assets and liabilities upon dissolution.
  2. Take a vote: If the partnership agreement or LLC operating agreement does not specify the voting threshold for dissolution, the default rules under Pennsylvania law apply. In a partnership, all partners must agree to dissolve the partnership, unless the agreement specifies a lower threshold. In an LLC, the operating agreement should specify the voting threshold. If there is no specific provision in the operating agreement, Pennsylvania law requires a two-thirds vote of the members.
  3. File a Certificate of Dissolution: After the vote to dissolve has been taken, a Certificate of Dissolution must be filed with the Pennsylvania Department of State. This form must include the name of the partnership or LLC, the date of dissolution, and the name and address of a person designated to receive legal process on behalf of the partnership or LLC.
  4. Settle outstanding debts and obligations: The partnership or LLC must settle all outstanding debts and obligations before distributing assets to the partners or members.
  5. Distribute assets to partners or members: Assets must be distributed to partners or members in accordance with the partnership agreement or LLC operating agreement. If there is no agreement on distribution, Pennsylvania law requires that assets be distributed based on the partners’ or members’ capital contributions.

It is important to note that there may be limitations or exceptions to these steps in specific circumstances, such as if there are disputes between partners or members regarding the process or distribution of assets. If necessary, it may be advisable to seek the guidance of a licensed attorney to ensure proper compliance with Pennsylvania law and the partnership agreement or LLC operating agreement.