How To Reinstate A Massachusetts LLC
Revive Or Reinstate A Massachusetts Limited Liability Company
If your Massachusetts LLC was administratively dissolved by the Massachusetts Secretary of the Commonwealth, Corporations Division (SOC), you can reinstate at any time. You will have to submit a Limited Liability Company Application for Reinstatement Following Administrative Dissolution form, all your delinquent annual reports, a tax certificate of good standing and the appropriate fees to the Massachusetts SOC. The Massachusetts LLC application for reinstatement and annual report forms are in your online account immediately when you sign up for registered agent service with Northwest. Forms are also available on the Massachusetts SOC website. You can mail, fax, or personally deliver the signed application for reinstatement to the SOC.
Mailed or walked in documents are required to have original signatures. If you mail the application for reinstatement, specify on the envelope the type of document enclosed. If you submit your documents by mail, include a personal check, cashier’s check, or money order. If you file in person you may also pay in cash. Checks, etc. should be payable to the Commonwealth of Massachusetts.
If you want to fax documents for filing, you will have to visit the Massachusetts SOC website to get a Fax Voucher Coversheet. From the Corporations Division homepage, click on “fax filings” and then “create fax voucher coversheet.” Fill in the form and click “submit.” You will then have to provide your MasterCard, Visa, debit card, or checking account information. Print the Fax Voucher Coversheet/Confirmation and fax it to the SOC with your 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 Tax Compliance from the Massachusetts Department of Revenue?
Visit the Massachusetts Department of Revenue’s website and complete a Request for a Certificate of Good Standing and/or Tax Compliance (see link below). Then you can choose to submit the form online, by mail, or by fax.
The fastest and easiest way to get a Tax Compliance Certificate is by completing the DOR application online. You can log back on to print your certificate a few days later or request to have it mailed to you.
You can also download the Request for a Certificate of Good Standing and/or Tax Compliance form on the DOR website. If you submit the paper application, it can take 4-6 weeks for DOR to process. Filing online is more efficient, but LLCs and LLPs that file partnership tax returns, and are not responsible for any other taxes, are required to use the paper request form.
Mail paper forms to:
Massachusetts Department of Revenue
Customer Service Bureau
Attention: ABCC/Certificate Unit
PO Box 7066
Boston, MA 02204
Or fax to: (617) 887-6262
How much will it cost to revive a Massachusetts LLC?
The filing fee for application for reinstatement is $100. If you fax the application for reinstatement you will have to pay an additional $9 expedite fee.
LLC annual report fees: $500 each.
How long does it take the state to process the filing?
If you mail the application for reinstatement, it will be processed in 3-5 business days. If you drop it off in person, processing only takes 1-2 business days.
Faxed documents submitted during business hours are usually processed the same business day. It can take about 48 hours if you submit during evenings or weekends.
Remember that it will take a few days to get a tax clearance online or 4-6 weeks if you submit a paper request form.
How long does your Massachusetts LLC 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 LLC?
You may apply to reinstate an LLC or corporation at any time following administrative dissolution. You wouldn’t ever have to start a new business entity.
If you prefer to start over, the Massachusetts SOC will allow you to form a new business entity instead of reinstating the old LLC. The SOC would not make you file the old LLCs annual reports and fees. The original LLCs name is protected for one year, but after that you could create a new Massachusetts business entity of the same name. Keep in mind that although the original LLC may not owe any fees to the Secretary of the Commonwealth, it is possible the LLC has unpaid debts with the Massachusetts Department of Revenue.
Can you change your Massachusetts registered agent at the same time on the Massachusetts reinstatement?
No, you can’t change your Massachusetts resident agent on the LLC reinstatement form. You would have to file a separate statement of change of resident agent/office form.
Can you change your principal address at the same time on the Massachusetts reinstatement form?
No. The Massachusetts LLC reinstatement form doesn’t have a place to list or change your principal business address.
Can you change your members and/or managers at the same time on the Massachusetts reinstatement form?
No. There is no place to change your member/manager information on the Massachusetts LLC reinstatement application.
What if my Massachusetts LLCs name is unavailable when I reinstate?
If your Massachusetts LLCs name is no longer available, you will have to file a Certificate of Amendment to change the name when you file the application for reinstatement.