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Pennsylvania corporation dissolution publication

Pennsylvania Corporation Dissolution Publication

A Pennsylvania corporation that voluntarily dissolves must publish notice of the winding up proceedings and notify known creditors, claimants, and affected municipal corporations. We prepare and place the newspaper notice, coordinate the legal journal, and provide proof of publication for the dissolution file.

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Pennsylvania dissolution notice requirement

When the shareholders of a Pennsylvania business corporation approve a voluntary dissolution, the corporation must immediately cause notice of the winding up proceedings to be officially published and to be mailed by certified or registered mail to each known creditor and claimant and to each municipal corporation in Pennsylvania where it has a place of business. This requirement is found in 15 Pa.C.S. § 1975(b) and is reflected in the Articles of Dissolution form filed with the Pennsylvania Department of State.

The official publication is intended to give unknown creditors and other interested parties notice that the corporation is winding up and that claims should be presented. It is separate from the Articles of Dissolution filing and from the certified or registered mail notices sent to known creditors and municipal corporations. The corporation should complete the publication, mailing, winding up, distribution, and state filing steps in the order required by the applicable statute and the corporation’s attorney.

If the corporation uses a notice-to-claimants procedure after dissolution, additional publication requirements may apply. For example, 15 Pa.C.S. § 1992 addresses notice to claimants and provides for publication at least once a week for two consecutive weeks in certain circumstances. The exact schedule should be confirmed before the notice is placed.

How we handle the dissolution publication

  1. Review the corporation name, registered office county, and dissolution information provided by the corporation or attorney.
  2. Identify the newspaper of general circulation and the county legal journal or legal newspaper for the registered office county.
  3. Prepare the notice of winding up and coordinate any attorney-required wording or claim deadline.
  4. Place the notice on the required publication schedule and obtain proof of publication.
  5. Provide the proof to the corporation or attorney for the dissolution file and coordinate with the Articles of Dissolution if requested.

Notice content and records

Notice of winding up

The notice generally identifies the corporation, states that it is winding up its affairs, and requests that creditors and claimants present their claims. The exact content should be reviewed by the corporation’s attorney.

Proof of publication

We provide the newspaper proof or affidavit after the publication runs. The corporation should keep the proof with its dissolution records and provide copies to counsel as needed.

What else is required for a PA corporation dissolution?

Newspaper publication is only one part of the process. The corporation must also mail the required notice to known creditors, claimants, and municipal corporations, complete the winding up and distribution of assets, obtain any required tax clearances, and file the Articles of Dissolution with the Pennsylvania Department of State. Nonprofit corporations have a similar notice requirement under 15 Pa.C.S. § 5975(b).

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Pennsylvania dissolution publication questions

A Pennsylvania business corporation that voluntarily dissolves must give notice of the winding up proceedings to creditors, claimants, and affected municipal corporations. Under 15 Pa.C.S. § 1975(b), the corporation must immediately cause the notice to be officially published and to be mailed to known creditors, claimants, and each municipal corporation in Pennsylvania where it has a place of business. The official publication requirement should be coordinated with the Articles of Dissolution and the corporation’s attorney.

Official publication under Pennsylvania corporate law generally means publication in two newspapers of general circulation in the county where the corporation’s registered office is located, one of which should be the legal newspaper or legal journal designated for the county if one exists. If there is only one newspaper of general circulation in the county, publication in that newspaper is sufficient. Certain claim procedures can require a different frequency or additional publication, so the exact schedule should be confirmed before publication begins.

The publication schedule depends on the procedure the corporation is using. The notice of winding up under 15 Pa.C.S. § 1975(b) must be officially published, and certain notice-to-claimant procedures under 15 Pa.C.S. § 1992 require publication at least once a week for two consecutive weeks. We confirm the applicable schedule with the corporation’s attorney before placing the notice.

The notice should identify the corporation and state that it is winding up its affairs and dissolving. It should request that creditors and claimants present their claims and should provide the deadline or other information required by the applicable procedure. The exact content should be reviewed by the corporation’s attorney because it can affect the claims process.

The corporation must also mail the notice by certified or registered mail to each known creditor and claimant and to each municipal corporation in Pennsylvania where it has a place of business. It must complete the winding up and distribution process and file the Articles of Dissolution with the Pennsylvania Department of State. Publication is one part of the dissolution process, not a substitute for the state filing or the required notices.

Yes. We prepare the notice from the information provided by the corporation or its attorney, identify the proper newspaper and legal journal, coordinate the publication schedule, and provide proof of publication for the dissolution file. We can also coordinate the publication with our Pennsylvania corporate filing service, but we do not provide legal advice about the dissolution itself.

Pennsylvania nonprofit corporations have a similar notice-to-creditors requirement under 15 Pa.C.S. § 5975(b) when they voluntarily dissolve. The notice must be officially published and mailed to known creditors, claimants, and municipal corporations where the nonprofit has a place of business in Pennsylvania. Contact our office with the entity type and county so we can confirm the publication requirements.

This page is general information, not legal advice. Dissolution notice requirements, publication schedules, newspaper designations, and filing procedures can change. Confirm the current requirements with the corporation’s attorney, the Pennsylvania Department of State, or the applicable county legal journal.