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Question 24

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Corporate Bylaws and initial board of directors resolution Price: $14.99 (free trial)

Question: I am the sole owner of an S-CORP in PA. Business has been horrid. I still owe $1200 on the business credit card (which is from my accountant's fees for filing). I'm afraid I cannot continue the business, nor do I have enough money in the bank to pay off the credit card. What do I have to do to dissolve the company and get rid of the credit card debt?

Response: Problem 1: Proper dissolution of a corporation is a lot of work and difficult for a nonlawyer to accomplish unassisted. Problem 2: Credit cards issued to new corporations are invariably done so upon the guaranty of the owner of the corporation. I'd be shocked if you are not personally liable for the debt on this credit card.

Here are, generally, the steps to dissolving a business corporation in Pennsylvania:
  1. Adopt a resolution of the board of directors for dissolution of the corporation,
  2. Shareholders vote to approve board resolution for dissolution,
  3. Notify all known creditors by certified mail of dissolution,
  4. Obtain tax clearance letter from Penn. Department of Revenue and the Office of Unemployment Compensation Tax Services,
  5. File Articles of Dissolution with the Secretary of State's office (see instructions to this form), and
  6. Publish notice of corporation's dissolution.
Here is a link to the Pennsylvania statutes dealing with the dissolution of a business corporation.


Submitted: 9-8-2006; Tony, PA
Response: 9-14-2006; JJR

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