How to File Form REV-181 for a PA Tax Clearance

Pennsylvania Form REV-181 is the application used to request a Tax Clearance Certificate from the state’s Department of Revenue and Department of Labor & Industry. This document verifies that a business has fulfilled its state tax obligations up to a specified date. Obtaining this certificate is a necessary step for businesses navigating significant structural changes, as it ensures that liabilities like taxes, interest, and penalties are settled before a business formally changes its status.

When a Tax Clearance Certificate is Required

A Tax Clearance Certificate is necessary during specific business events that require official clearance to ensure all outstanding tax liabilities are settled with the Commonwealth. These events include:

• The sale or transfer of 51% or more of business assets outside the ordinary course of business, known as a “bulk sale.”
• The formal dissolution of a corporate charter.
• The withdrawal of a company’s authority to do business in Pennsylvania.
• A merger into a nonqualified foreign entity.

The reason for this requirement is the principle of successor liability. Under state law, if a buyer of business assets fails to secure a tax clearance, they can be held responsible for the seller’s unpaid Pennsylvania taxes. This makes the buyer liable for any outstanding sales, use, employer withholding, or corporate taxes the seller owed at the time of the transfer. Obtaining the certificate shields the buyer from inheriting these pre-existing tax debts.

The certificate confirms that all required tax reports have been filed and all taxes, interest, and penalties have been paid through the date of the transaction or cessation of operations. This formal clearance is a mandatory step before the Department of State will process documents for dissolution, withdrawal, or certain types of mergers.

Information and Documents Needed to File

The official, fillable Form REV-181 can be downloaded directly from the Pennsylvania Department of Revenue’s website. The application requires a comprehensive set of details about both the seller and the buyer involved in the transaction.

For the seller, or transferor, you will need to provide the full legal name of the business, any trade names it operates under, and its physical address. You must also supply the Federal Employer Identification Number (FEIN) or the owner’s Social Security Number if it is a sole proprietorship. For the buyer, or transferee, you must have their complete legal name and address.

The form demands specific details about the transaction itself, including the official date of the transfer, the total sale price, and a clear description of the assets being sold. The application also requires a listing of all applicable Pennsylvania tax account numbers, such as for Sales, Use & Hotel Occupancy Tax, Employer Withholding Tax, and Corporate Net Income Tax.

For corporate entities, additional documentation may be necessary. If assets were distributed “in kind” rather than sold for cash, you may need to attach copies of federal forms such as Form 1099-DIV or Form 4797. Domestic and foreign corporations must also provide a completed Distribution of Assets Schedule, which details how all company assets were disposed of.

The Filing Process and Next Steps

There is no fee for filing Form REV-181. The applicant must file signed copies with two separate state agencies.

One signed copy of the application is sent to the PA Department of Revenue at the following address:
PA Department of Revenue
Bureau of Compliance
P.O. Box 280947
Harrisburg, PA 17128-0947

A second signed copy must be filed with the PA Department of Labor & Industry to clear any unemployment compensation tax obligations. That copy is sent to:
PA Department of Labor & Industry
Office of Unemployment Compensation Tax Services
e-Government Unit, Room 916
651 Boas Street
Harrisburg, PA 17121

After submission, the agencies begin their review. The Department of Revenue’s review process takes one to two months, but clearance from the Department of Labor & Industry can take longer. If either department finds any unpaid taxes, penalties, or interest, it will issue a notice detailing the amount due. A Tax Clearance Certificate will not be issued until these outstanding balances are paid in full.

Once all obligations are met, the agencies will issue their respective Tax Clearance Certificates. These documents are then filed with the PA Department of State along with other required legal documents, such as Articles of Dissolution, to finalize the business transaction. A separate filing fee, which is $70 as of 2025, is required for these final documents.