61 Pa. Code § 151.4 - Obtaining a Corporate Clearance Certificate
(a) Corporate Clearance Certificate is a
certificate issued by the Department evidencing the payment of taxes and
charges as required by law.
(b) The
information and documentation which is required to be furnished to obtain a
Corporate Clearance Certificate depends upon the purpose for which the
certificate is sought. The following is a list of purposes for which a
Corporate Clearance Certificate is commonly obtained and the information and
documentation which shall be required to be furnished.
(1) A dissolution under the Business
Corporation Law (15 P. S. §§
1001-2204).
(i) An application for a Corporate Clearance
Certificate executed in duplicate (Form RCT-442).
(ii) Reports for the current tax year to the
date of complete divestiture.
(iii)
A Schedule of Distribution of Assets in Dissolution (Form RCT-422). If
distribution of assets is made in kind to stockholders, attach a copy of
Federal Form 1099L.
(iv) A detailed
schedule of capital gains exempted under section 337 of the IRC (26 U.S.C.A. §
337).
(2) A dissolution by court of common pleas.
(i) An application for a Corporate Clearance
Certificate executed in duplicate (Form RCT-442).
(ii) A copy of the Petition for Dissolution
which was submitted to a court of common pleas.
(iii) Reports for the current tax year to the
date of filing the Petition for Dissolution.
(iv) A Schedule of Distribution of Assets in
Dissolution (Form RCT-422).
(v) A
detailed schedule of capital gains exempted under section 337 of the IRC
(26 U.S.C.A. §
337).
(3) The withdrawal by a foreign corporation
under the Business Corporation Law (15 P. S. §§
1001-2204).
(i) An application for a Corporate Clearance
Certificate executed in duplicate (Form RCT-442).
(ii) A Withdrawal Affidavit (Form RCT-407)
for a foreign corporation.
(iii)
Reports for the current tax year to the date business activities ceased and the
corporation no longer employed property in this Commonwealth. An explanation of
the disposition of assets located in this Commonwealth is required to accompany
the reports.
(iv) A detailed
schedule of capital gains exempted under section 337 of the
IRC.
(4) A merger under
the Business Corporation Law (15 P. S. §§
1001-2204)
(i) An application for a Corporate Clearance
Certificate executed in duplicate (Form RCT-442.)
(ii) A copy of the plan of merger.
(iii) Reports for the current tax year to the
proposed date of merger.
(5) A bulk sale under section 1403 of the FC
(72
P. S. §
1403).
(i) An application for a Corporate Clearance
Certificate executed in duplicate (Form RCT-442).
(ii) Reports for the current tax year to the
proposed date of sale.
(iii) A
schedule of the assets to be sold and the resulting gains or
losses.
(6) A foreign
corporation seeking the release of a public contract bond under the act of June
10, 1947 (P. L. 493No. 223) (8 P. S. §
23).
(i) An
application for a Corporate Clearance Certificate executed in duplicate (Form
RCT-442).
(ii) Reports for the
current tax year to the date on which the contract was
completed.
(c)
The Department of Labor and Industry, Bureau of Employment Security, will
receive a copy of applications for Corporate Clearance Certificates. A
clearance certificate evidencing the payment of liabilities owed to the
Department of Labor and Industry will be issued directly to the applicant by
the Department of Labor and Industry, except when the application was submitted
under section 1403 of the FC (72 P. S. §
1403) as required by subsection (b)(5). A
Corporate Clearance Certificate issued by the Department under section 1403 of
the FC (72 P. S. §
1403) will
include a clearance certificate issued by the Department of Labor and
Industry.
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