Pennsylvania Consolidated & Unconsolidated Statutes
Chapter 88 - Limited Liability Companies
Section 8878 - Voluntary termination by members or organizers


(a) General rule.--The members or organizers of a limited liability company that has never transacted business or held assets other than money received as capital contributions may effect the termination of the company by delivering to the department for filing a certificate of termination signed by an organizer or a member and stating:
(1) the name of the company;
(2) subject to section 109 (relating to name of commercial registered office provider in lieu of registered address), the address, including street and number, if any, of the registered office of the company;
(3) that the company has never transacted business or held assets other than money received as capital contributions;
(4) that the amounts, if any, actually paid in as capital contributions, less any part disbursed for necessary expenses, have been returned to those entitled to the return of the amounts;
(5) that all liabilities of the company have been discharged or that adequate provision has been made for those liabilities; and
(6) that a majority of the organizers or a majority in interest of the members elect that the company be terminated.
(b) Effect.--Upon the filing of the certificate of termination, the existence of the limited liability company shall cease.
(c) Cross references.--See:
Section 134 (relating to docketing statement).
Section 135 (relating to requirements to be met by filed documents).
Section 136(c) (relating to processing of documents by Department of State).

Cross References. Section 8878 is referred to in section 139 of this title.

Structure Pennsylvania Consolidated & Unconsolidated Statutes

Pennsylvania Consolidated & Unconsolidated Statutes

Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS

Chapter 88 - Limited Liability Companies

Extra - Chapter Notes

Section 8811 - Short title and application of chapter

Section 8812 - Definitions

Section 8813 - Knowledge and notice

Section 8814 - Governing law

Section 8815 - Contents of operating agreement

Section 8816 - Application of operating agreement

Section 8817 - Amendment and effect of operating agreement

Section 8818 - Characteristics of limited liability company

Section 8819 - Powers

Section 8821 - Formation of limited liability company and certificate of organization

Section 8822 - Amendment or restatement of certificate of organization

Section 8823 - Signing of filed documents

Section 8824 - Liability of member, manager or other person for false or missing information in filed document

Section 8825 - Registered office

Section 8831 - Status of member or manager as agent

Section 8832 - Certificate of authority

Section 8833 - Certificate of denial

Section 8834 - Liability of members and managers

Section 8835 - Taxation of limited liability companies

Section 8841 - Becoming a member

Section 8842 - Form of contribution

Section 8843 - Liability for contributions

Section 8844 - Sharing of and right to distributions before dissolution

Section 8845 - Limitations on distributions

Section 8846 - Liability for improper distributions

Section 8847 - Management of limited liability company

Section 8848 - Reimbursement, indemnification, advancement and insurance

Section 8849.1 - Standards of conduct for members

Section 8849.2 - Standards of conduct for managers

Section 8850 - Rights to information

Section 8851 - Nature of transferable interest

Section 8852 - Transfer of transferable interest

Section 8853 - Charging order

Section 8854 - Power of personal representative of deceased member

Section 8861 - Events causing dissociation

Section 8862 - Power to dissociate and wrongful dissociation

Section 8863 - Effects of dissociation

Section 8871 - Events causing dissolution

Section 8872 - Winding up and filing of certificates

Section 8874 - Known claims against dissolved limited liability company

Section 8875 - Other claims against dissolved limited liability company

Section 8876 - Court proceedings

Section 8877 - Disposition of assets in winding up

Section 8878 - Voluntary termination by members or organizers

Section 8881 - Direct action by member

Section 8882 - Derivative action

Section 8883 - Eligible plaintiffs and security for costs

Section 8884 - Special litigation committee

Section 8885 - Proceeds and expenses

Section 8891 - Application and effect of subchapter

Section 8892 - Definitions

Section 8893 - Benefit company status

Section 8894 - Purposes

Section 8895 - Standard of conduct for members

Section 8896 - Standard of conduct for managers and officers

Section 8897 - Right of action

Section 8898 - Annual benefit report