Current through Register Vol. 54, No. 25, June 22, 2024
Section 151.11 - Termination(a)General. A corporation which desires to terminate its responsibility to file annual reports, but does not desire to dissolve formally or withdraw under the Business Corporation Law (15 P. S. §§ 1001-2204) or dissolve under a petition to a court of common pleas, may terminate the filing responsibility by submitting the required information and documentation. The information and documentation which is required depends upon the nature of the corporation. (1) A domestic corporation that has not transacted business shall file an Out of Existence Affidavit (Form RCT-404).(2) A domestic corporation that has transacted business shall file the following: (i) An Out of Existence Affidavit (Form RCT-403).(ii) Corporate Tax Reports for the current tax year to the date of complete divestiture.(iii) A detailed capital gains schedule under Federal Internal Revenue Service Form 4797 or Federal Internal Revenue Service Form 1120 Schedule D or both or a pro forma capital gains schedule if gains are not recognized under section 337 of the IRC.(3) A foreign corporation shall file the following:(i) A Withdrawal Affidavit (Form RCT-407).(ii) Corporate Tax Reports for the current year to the date business activities ceased and the corporation no longer employed property in this Commonwealth, including an explanation of the disposition of assets located in this Commonwealth.(iii) A detailed capital gains schedule under Federal Internal Revenue Service Form 4797 or Federal Internal Revenue Service Form 1120 Schedule D or both or a pro forma capital gains schedule if gains are not recognized under section 337 of the IRC.(b)Effect of termination. Upon acceptance of the required documentation by the Department, the name of the corporation shall be removed from the active tax rolls of the Department, and the corporation will no longer be required to file annual reports. A corporation which files a Withdrawal Affidavit or an Out of Existence Affidavit may subsequently lose the right to the use of its name. Refer to section 202 of the Business Corporation Law (15 P. S. § 1202).The provisions of this § 151.11 adopted November 11, 1977, effective 11/12/1977, 7 Pa.B. 3317. This section cited in 19 Pa. Code § 17.2 (relating to appropriation of the name of a senior corporation); 61 Pa. Code § 151.12 (relating to minimum reporting); 61 Pa. Code § 151.13 (relating to resumption of reporting); and 61 Pa. Code § 155.29 (relating to minimum tax).