Corporate Dissolution in Pennsylvania

Limited Liability Companies (LLC)

Unless the Operating Agreement provides otherwise, an LLC will dissolve 180 days after it ceases to have any Members, unless transferees owning the rights to receive a majority of distributions as transferees give consent to admit at least one Member.^[1] A dissolved LLC continues after dissolution only for the purpose of winding up, and may, but is not required to, file a certificate of dissolution.^[2] An LLC in the process of winding up may transfer the company's property.^[3] If the dissolved LLC has no members, the personal representative, guardian, or other person authorized to act on behalf of the last person to have been a member may wind up the LLC.^[4]

↑ 15 Pa.C.S. § 8871(a)(3). An individual is dissociated as a Member upon death, or under other listed circumstances. 15 Pa.C.S. § 8861.
↑ 15 Pa.C.S. § 8872(a), (b).
↑ 15 Pa.C.S. § 8872(b)(2)(iv).
↑ 15 Pa.C.S. § 8872(c).

[1] 15 Pa.C.S. § 8871(a)(3). An individual is dissociated as a Member upon death, or under other listed circumstances. 15 Pa.C.S. § 8861.

[2] 15 Pa.C.S. § 8872(a), (b).

[3] 15 Pa.C.S. § 8872(b)(2)(iv).

[4] 15 Pa.C.S. § 8872(c).

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