COMMONWEALTH OF PENNSYLVANIA
                                DEPARTMENT OF REVENUE
                                BUREAU OF COMPLIANCE
                            OUT OF EXISTENCE/MERGER SECTION
                                          PO BOX 280947
REV-253 CM (11-04)              HARRISBURG PA 17128-0947

                                TAX BULLETIN 53D

PROCEDURES FOR FILING TAX REPORTS/RETURNS WHEN TWO OR MORE
      CORPORATIONS ARE MERGING, CONSOLIDATING OR DIVIDING

WHEN THE SURVIVING CORPORATION OR NEW CORPORATION IS AUTHORIZED TO DO
BUSINESS IN PENNSYLVANIA ON THE EFFECTIVE DATE OF THE MERGER, CONSOLIDATION
OR DIVISION:
    • The Articles of Merger, Consolidation or Division must be filed with the PA Department of State.
    • The surviving corporation is liable for filing all final tax reports/returns and paying all taxes
      (including interest, penalties, fees, charges and other liabilities) on behalf of the corporation
      losing its identity in the reorganization. 
    • Acopy of the Articles of Merger, Consolidation or Division and certification of the minutes
      of the stockholders’                            meeting approving the articles must be filed with the final tax
      reports/returns. 
    • The corporation losing its identity will remain active on the records of the PA Department
      of Revenue until all tax reports/returns are filed and taxes (including interest, penalties,
      fees, charges and other liabilities) are paid. All tax reports/returns should be filed on behalf
      of the corporation losing its identity up to and including the date of merger. 

WHEN THE SURVIVING CORPORATION OR NEW CORPORATION IS A                                          FOREIGN
CORPORATION THAT IS NOT REGISTERED TO DO BUSINESS IN PENNSYLVANIA:
    • An application for a Clearance Certificate on behalf of the Pennsylvania corporation must
      be filed with the PA Department of Revenue. 
    • The Clearance Certificate, along with the Articles of Merger, Consolidation or Division,
      must be filed with the PA Department of State. 
    • The corporation losing its identity will remain active on the records of the PA Department
      of Revenue until all tax reports/returns are filed and taxes (including interest, penalties,
      fees, charges and other liabilities) are paid. All tax reports/returns should be filed on behalf
      of the corporation losing its identity up to and including the date of merger. 

To obtain a Tax Clearance Certificate from the Department of Revenue, the corporation must complete
and filethe Application for Tax Clearance Certificate (Form ). AdditionalREV-181instructions and
mailing addresses are available on Instructions for Securing a Tax Clearance Certificate for Filing
with Department of State (Form ).REV-181I

These forms can be downloaded from the PA Department of Revenue’s Web site at:
www.revenue.state.pa.usor can be ordered through the Forms Ordering Service by dialing toll-free:
1-800-362-2050.