2015 Pennsylvania Consolidated Statutes
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 89 - Limited Liability Companies
Section 8975 - Certificate of dissolution
§ 8975. Certificate of dissolution.
(a) General rule.--When all debts, liabilities and obligations of the limited liability company have been paid and discharged or adequate provision has been made therefor and all of the remaining property and assets of the company have been distributed to the members, a certificate of dissolution shall be executed by the company. The certificate of dissolution shall set forth:
(1) The name of the company.
(2) That all debts, obligations and liabilities of the company have been paid and discharged or that adequate provision has been made therefor.
(3) That all the remaining property and assets of the company have been distributed among its members in accordance with their respective rights and interests.
(4) That there are no actions pending against the company in any court or that adequate provision has been made for the satisfaction of any judgment that may be entered against it in any pending action.
(b) Filing of certificate.--The certificate of dissolution and the certificates or statement required by section 139 (relating to tax clearance of certain fundamental transactions) shall be filed in the Department of State.
(c) Cross references.--See sections 134 (relating to docketing statement), 135 (relating to requirements to be met by filed documents) and 8907 (relating to execution of documents).
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