How to reinstate a Massachusetts Corporation:
If your Massachusetts corporation was administratively dissolved and you would like to continue your business, file an Application for Reinstatement Following Administrative Dissolution with the Massachusetts Secretary of the Commonwealth, Corporations Division (SOC). You will need to include a Massachusetts Department of Revenue Certificate of Good Standing and payment for fees. If you are reinstating without limitation, you also have to submit all of the corporations missing annual reports from the last 10 fiscal years.
The Massachusetts corporation reinstatement application and annual report forms are in your online account automatically when you sign up for registered agent service with Northwest. They are also available on the SOC website. Although the Massachusetts SOC provides reinstatement forms on their website, use of SOC forms is not mandatory. Massachusetts corporate filings must be typed. Sign the application for reinstatement and submit it to the SOC by mail, fax or walk in. If you mail or walk in the application for reinstatement, it must have original signatures. If you mail documents, specify on the envelope what type of document is enclosed. If you mail your application, include a personal check, cashier’s check or a money order. If you file in person you have the additional option of paying in cash. Checks, etc. should be payable to the Commonwealth of Massachusetts.
If you want to fax your reinstatement documents, you will have to visit the Massachusetts SOC website to get a Fax Voucher Coversheet. From the Corporations Division homepage, follow the link for “fax filings” and then the link to “create fax voucher coversheet.” Fill in your contact and filing information and click submit. There is a fax expedite fee that varies based on the filing fee. You will need to provide your Visa, MasterCard, debit card, or checking account information. Print the fax coversheet, put it on top of the reinstatement documents, and fax the documents to the SOC.
Do I want to reinstate with or without limitation?
When you reinstate your Massachusetts corporation you have the option of limiting the reinstatement to a period of one year or less. Limited reinstatements are often for the purpose of completing some business of the corporation. If you reinstate without limitation, your corporation will continue indefinitely. Check the appropriate box on the form. If you choose to reinstate without limitation, you will need to include any missing annual reports from the previous ten years.
Where do I submit my application for reinstatement?
Secretary of the Commonwealth
One Ashburton Place, 17th Floor
Boston, MA 02108
Phone: (617) 727-9640
Fax filings: (617) 624-3891
How do you get a Certificate of Good Standing from the Massachusetts Department of Revenue?
Yes. You will need to get Certificate of Good Standing from the Massachusetts Department of Revenue (DOR) to reinstate a Massachusetts corporation. Visit the DOR website and complete a Request for a Certificate of Good Standing and/or Tax Compliance (see link below). You can complete and submit the request form online or you can print it out and submit it by mail or fax.
The fastest and easiest way to get a tax clearance certificate is by completing the DOR online application. If you apply online, you can go back to print your certificate a few days later or you can request to have it mailed to you. The other option is to download the paper Request for a Certificate of Good Standing form on the DOR website. If you submit the paper application, it can take 4-6 weeks for the DOR to process.
Mail paper forms to:
Massachusetts Department of Revenue
PO Box 7066
Customer Service Bureau
Attention: ABCC/Certificate Unit
Boston, MA 02204
Or fax forms to:
How much will it cost to reinstate a Massachusetts Corporation?
The filing fee for an application for reinstatement is $100.
If you fax file, there is an additional $9 fee for expedited processing.
How long does it take the state to process the filing?
If you mail the application for reinstatement, processing takes 3-5 business days. If you drop off documents in person, processing only takes 1-2 business days.
Faxed documents submitted during business hours are usually processed the same business day but may take up to 48 hours.
Remember that it takes a few days to get a tax clearance online and 4-6 weeks if you request one using the paper form.
How long does your Massachusetts Corporation have to be inactive with the state before you wouldn’t have any fees, and would just have to start over with a new Massachusetts Corporation?
You can reinstate your Massachusetts corporation at any time after it has been administratively dissolved. You wouldn’t have to start with a new entity unless you wanted to.
If you do not want to reinstate your Massachusetts corporation, you can just form a new entity at any time. If you form a new business entity, the Massachusetts SOC will not make you pay the old corporations past due fees, but you should be aware of any outstanding obligations with the Department of Revenue.
Can you change your Massachusetts registered agent at the same time on the Massachusetts reinstatement?
You can’t just list a new registered agent on the reinstatement form. You would need to file a statement of change of registered agent/office form.
Can you change your principal address at the same time on the Massachusetts revival form?
No. There is no place on the Massachusetts reinstatement form to change your corporations principal address.
Can you change your officers and directors at the same time on the Massachusetts revival form?
No. There is no way to change your officers/directors on the reinstatement form.
What if my Massachusetts corporations name is unavailable when I reinstate?
If your Massachusetts corporations name is no longer available when you reinstate, you will have to file a Certificate of Amendment with your application for reinstatement.
How many annual reports can you miss before you can’t revive your Massachusetts Corporation?
There is no limit on the reinstatement period for a Massachusetts corporation. You can apply for reinstatement at any time after you have been administratively dissolved.
Massachusetts SOC - Forms:
Massachusetts DOR - certificate of good standing: