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How to Dissolve a Massachusetts LLC


How do you dissolve a Massachusetts Limited Liability Company?

If you want to cancel your Massachusetts LLC, submit a Certificate of Cancellation to the Massachusetts Secretary of the Commonwealth, Corporations Division. There is no LLC cancellation form, you have to draft the certificate of cancellation based on statutory requirements. The certificate has to include the LLCs federal employer id number, name of the LLC, date the certificate of organization was filed, reason for filing the cancellation, effective date of cancellation, and any other information you wish to include. Sign the certificate and submit it to the Massachusetts SOC by mail, fax or personal delivery.

Mailed or walked in 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 for the amount of the filing fee. If you file in person you can also pay in cash. Checks, etc. should be payable to the Commonwealth of Massachusetts.

If you want to fax file the LLC Certificate of Cancellation, you have to visit the Massachusetts SOC website to get a Fax Voucher Coversheet. From the SOC homepage, click on “fax filings” and then “Create Fax Voucher Coversheet.” Fill in your contact and filing information and click submit. Then you will be required to submit your MasterCard, Visa, debit card, or checking account information. Print the Fax Voucher Coversheet/Confirmation, place it on top of the certificate of cancellation, and fax the documents and to the SOC.

Massachusetts Limited Liability Company Dissolution FAQ

Where do I send my Massachusetts LLC Certificate of Cancellation?

Secretary of the Commonwealth
One Ashburton Place, 17th Floor
Boston, MA 02108
Phone: (617) 727-9640
Fax filings: (617) 624-3891
M-F, 8:45-4:00

Is there a filing fee to dissolve or cancel a Massachusetts LLC?

There is a $100 filing fee to dissolve your Massachusetts Limited Liability Company.
If you file by fax, you will have to pay an additional $9 fee for expedited processing.

Do you need a Department of Revenue clearance before the Massachusetts Secretary of the Commonwealth will accept your dissolution?

No. A Department of Revenue clearance is not required to dissolve your Massachusetts LLC. But you do have to be current with your Massachusetts annual reports and fees before the SOC will accept the Certificate of Cancellation for filing.

How long does it take the state to process the filing?

If you mail the LLC Certificate of Cancellation, it will be processed in 3-5 business days. If you walk-in the certificate, it will be processed in 1-2 business days.

Faxed documents submitted during business hours are usually processed the same business day but may take up to 48 hours depending on when you submit them.

How long before someone can take your business name?

When you dissolve your LLC or corporation yourself, the name becomes available for use by other business entities immediately.

A Massachusetts LLC’s name is protected for one year following administrative dissolution.

What is the penalty if you do not dissolve properly and just don’t file your annual reports?

If a Massachusetts LLC doesn’t file its annual reports for two years in a row, it will be administratively dissolved by the Massachusetts SOC. When the LLC misses the second annual report, the Massachusetts SOC will give the LLC written notice of the grounds for administrative dissolution. The LLC has to submit the reports and fees within 90 days of the notice to avoid administrative dissolution.

What are the late fees and penalties to reinstate if your LLC is administratively dissolved?

If your LLC has been administratively dissolved and you want to continue your business, you will need to file an application for reinstatement. There is a $100 filing fee for the application. You will also have to submit all the annual reports you missed. The filing fee for each Massachusetts LLC annual report is $500.

Massachusetts SOC – Forms:

Massachusetts SOC Business Forms by Subject

If you’d like help establishing another company, you may find our incorporation filing service and Massachusetts registered agent service helpful.  We provide all the forms and filing instructions you may need in your online account, or you can just hire us to do the filing for you.


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