How do you dissolve a Massachusetts Corporation?
Once dissolution of a Massachusetts Corporation has been authorized, an officer may file Articles of Voluntary Dissolution with the Massachusetts Secretary of the Commonwealth, Corporations Division (SOC).
Sometimes a corporation dissolves before it has commenced business or issued shares. In that case, the incorporators or directors may dissolve the corporation by filing Articles of Voluntary Dissolution of Corporation Which Has Not Issued Shares or Has Not Commenced Business with the Massachusetts SOC.
The Massachusetts SOC will not let you dissolve a corporation unless it has filed all annual reports for the past ten years. The dissolution forms are available on the Massachusetts SOC website, but use of those forms is not mandatory. The Massachusetts SOC requires that you type your information. You cannot fill in the forms by hand. Send the signed articles of dissolution to the SOC by mail, fax or walk-in. Mailed and walked-in dissolution documents must have original signatures. If you mail documents, specify on the envelope what type of document is enclosed. Include a personal check, cashier’s check, or money order payable to the Commonwealth of Massachusetts. If you file in person, you can also pay in cash.
If you want to fax documents for filing, you will have to visit the Massachusetts SOC website (see link below) to get a Fax Voucher Coversheet. From the homepage, click on “fax filings” the click on “create fax voucher coversheet.” Fill in your contact and filing information and click submit. You will then have to provide your MasterCard, Visa, debit card, or checking account information. Print the Fax Voucher Coversheet, put it on top of the articles of dissolution, and fax the documents to the SOC.
Where do I send my Massachusetts corporation articles of dissolution?
Secretary of the Commonwealth
One Ashburton Place, 17th Floor
Boston, MA 02108
Phone: (617) 727-9640
Fax filings: (617) 624-3891
Is there a filing fee to dissolve or cancel a Massachusetts Corporation?
There is a $100 filing fee to cancel your Massachusetts corporation.
There is a $9 expedite fee for faxed certificates. The fax coversheet will include the expedite fee.
Do you need a Department of Revenue clearance before the Massachusetts Secretary of the Commonwealth will accept your dissolution?
No. Dissolving Massachusetts corporations are not required to get a Certificate of Good Standing from the Massachusetts Department of Revenue (DOR).
Dissolving corporations are required file a final tax return with the Massachusetts DOR. They are also required to notify the Massachusetts DOR of the dissolution within thirty days after the date dissolution is authorized. All you have to do is send a letter on corporate letterhead, signed by an officer, stating the corporation's intent to dissolve. Attach a copy of the vote authorizing the dissolution and mail it to:
Massachusetts Department of Revenue
P.O. Box 7066
Boston, MA 02204
Attn: Corporate Dissolutions
How long does it take the state to process the filing in Massachusetts?
Mailed documents are processed in 3-5 business days. If you drop off documents, processing only takes 1-2 business days.
Faxed documents submitted during business hours are usually processed the same business day. If you submit documents on a weekend or after hours, expect processing in about 48 hours.
How long before someone can take your business name?
If you file Articles of Voluntary Dissolution with the Massachusetts SOC, you can reserve the corporations name for the corporations exclusive use while it is winding up business. You have to file an Application for Name Reservation stating that the corporation has dissolved and that its legal existence continues for the purpose of winding up. If the application is approved, the SOC will reserve the name for 60 days. The reservation may be extended by payment of an additional fee.
A Massachusetts corporations business name is protected for one year following administrative dissolution by the SOC.
What is the penalty if you just don’t file your annual reports?
If a Massachusetts corporation fails to file its annual reports for two years in a row, the Massachusetts SOC will notify the corporation that the SOC has grounds to administratively dissolve it. If the corporation does not file the annual reports within 90 days after notice has been given, the Massachusetts SOC will administratively dissolve the corporation.
What are the late fees and penalties to reinstate if your corporation is administratively dissolved?
If you choose to reinstate your Massachusetts corporation you will have to file an application for reinstatement. If you want to reinstate without limitation (on duration and purpose), you will also have to file all your annual reports and fees for the last 10 years.
Application for reinstatement filing fee: $100
Annual Report fee: $125 each
Annual Report late fee: $25 each
Massachusetts SOC - Forms: