Form Dscb:15-8682(E) - Certificate Of Termination - Limited Parthership Page 2
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2DSCB:15-8682(e)–Instructions
Pennsylvania Department of State
Bureau of Corporations and Charitable Organizations
P.O. Box 8722
Harrisburg, PA 17105-8722
(717) 787-1057
Website:
Commonwealth required by law. To obtain these clearance
General Information
certificates, a Form REV-181 (Application for Tax Clearance
Typewritten is preferred. If handwritten, the form must be
Certificate) must be completed and submitted to both the
legible and completed in black or blue-black ink in order to
Department of Revenue and the Department of Labor and
permit reproduction.
Industry. The application and instructions may be downloaded
from the Department of Revenue website at
The nonrefundable filing fee for this form is $70. Checks
or obtained by calling 717-783-6052.
should be made payable to the Department of State. Checks
must contain a commercially pre-printed name and address.
Form Instructions
This form and all accompanying documents shall be mailed to
Enter the name and mailing address to which any
the address stated above.
correspondence regarding this filing should be sent. This field
must be completed for the Bureau to return the filing. If the
Who should file this form?
filing is to be returned by email, an email address must be
When all debts, obligations and other liabilities of the limited
provided. An email will be sent to address provided,
partnership have been paid and discharged or adequate
containing a link and instructions on how a copy of the filed
provision has been made therefor and all of the remaining
document or correspondence may be downloaded. Any email
property and assets of the company have been distributed to
or mailing addresses provided on this form will become part
the partners, a domestic limited partnership shall execute a
of the filed document and therefore public record.
Certificate of Termination and deliver it to the Department of
State for filing, along with the certificates required by section
1. Give the exact name of the limited partnership as on file
139 (relating to tax clearance of certain fundamental
with the Department of State. This field is required.
transactions).
2. Current address. The address provided must be the limited
A Certificate of Termination will serve to remove the limited
partnership’s registered office address (a) or Commercial
partnership from the rolls of active associations in the records
Registered Office Provider (b) as on file with the Department
of the Department. Upon the filing of a Certificate of
of State at the time the Certificate of Termination is submitted
Termination, the existence of the limited partnership shall
for filing. This field is required.
cease, except for the purpose of legal actions, other
proceedings and appropriate action as provided by law.
3. Check only one of the boxes, based on the status or
situation of the terminating limited partnership. This field is
Applicable Law
required.
For dissolution, winding up and termination of limited
partnerships, in general, see 15 Pa.C.S. §§ 8681-8690. Statutes
4. Mandatory statement. This field is required.
are available on the Pennsylvania General Assembly website,
, by following the link for Statutes.
5. Check only one of the boxes, based on the status or
situation of the terminating limited partnership. This field is
Attachments
required.
The following, in addition to the filing fee, shall accompany
this form:
6. Mandatory statement. This field is required.
(1) Tax clearance certificates from the Department of
Revenue and the Department of Labor and Industry
Signature and Verification
evidencing payment of all taxes and charges payable to
A Certificate of Termination must be signed by all general
the Commonwealth as described in the following
partners listed in the certificate of limited partnership or, if the
paragraph.
certificate of a dissolved limited partnership lists no general
(2) Any necessary governmental approvals.
partners, by the person appointed under 15 Pa.C.S. § 8682(c)
or (d) to wind up the dissolved limited partnership's activities
Tax clearance certificates:
and affairs. Signing a document delivered to the Department
A domestic limited partnership may not file a Certificate of
for filing is an affirmation under the penalties provided in 18
Termination unless the document is accompanied by tax
Pa.C.S. § 4904 (relating to unsworn falsification to authorities)
clearance certificates from the Department of Revenue and the
that the facts stated in the document are true in all material
Department of Labor and Industry evidencing the payment by
respects. This field is required.
the association of all taxes and charges due the
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