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Dissolve a Massachusetts LLC or corporation

File with the Massachusetts Secretary of the Commonwealth, then a final tax return.

The catch

A corporation does not need a tax clearance certificate, but the state still wants a letter to the Commissioner of Revenue about the dissolution.

How to close a company in Massachusetts

  1. File your final tax return

    Massachusetts skips the clearance certificate but still wants a heads-up letter.

  2. Wind up the business

    Hold the vote your governing documents and Massachusetts law require. Pay or set aside what you owe, in the order your lawyer advises.

  3. File with the Massachusetts Secretary of the Commonwealth

    LLC: Certificate of Cancellation, $100. corporation: Articles of Voluntary Dissolution, $100.

  4. Pick how to file

    Online, by mail or in person. No fixed time is published. Paid rush filing is available.

  5. Check your records

    Before you close accounts or delete Slack, work out what you must keep and whether a buyer may want it.

Facts and sources

Massachusetts dissolution facts, each with a link to its source
FactWhat we foundSource
Filing office

Massachusetts Secretary of the Commonwealth, Corporations Division, 617-727-9640

Massachusetts Secretary of the Commonwealth
corporation: dissolve

Articles of Voluntary Dissolution (G.L. c.156D, s.14.03)

Fee: $100

How to file: The fee schedule offers mail, hand delivery, fax and electronic filing with a CID and PIN. Filing hours are 8:45 a.m. to 4:00 p.m. on weekdays.

Massachusetts Secretary of the CommonwealthMassachusetts Secretary of the Commonwealth
LLC: cancel

Certificate of Cancellation (G.L. c.156C, s.42)

Fee: $100. 950 CMR 112.19 sets the fee at $100. The 3/14/22 fee schedule shows $100 by mail or hand delivery and $100 plus a $10 expedite fee by fax or electronic filing.

Full notes

How to file: Same filing channels as other Corporations Division documents. No numbered form was found. The regulation lists the required content.

Massachusetts Secretary of the CommonwealthMassachusetts Secretary of the Commonwealth
Tax clearance

No. Massachusetts Department of Revenue.

No clearance certificate required. A corporation must still send DOR a written notice of its intent to dissolve.

mass.govmass.gov
Before you file
  • Corporation: shareholders (or the method in the articles) authorize dissolution, with vote counts on the form
  • Corporation: notify the DOR Commissioner in writing within 30 days of the vote (TIR 94-9) and file a final corporate excise return
Full notes
  • LLC: file all annual reports and pay all fees owed before filing the Certificate of Cancellation
  • LLC: the Certificate of Cancellation needs the federal ID number, the original filing date and the reason for cancelling
  • Close DOR tax registrations through MassTaxConnect or Form AI-1, and the DUA employer account if you have one
  • Corporation: file IRS Form 966 with the final federal return
Massachusetts Secretary of the Commonwealthmass.gov
How long it takes

Varies. No fixed time is published. Paid rush filing is available.

Massachusetts Secretary of the Commonwealth
Other tax stops
  • Massachusetts Department of Revenue: Close registrations via MassTaxConnect or Form AI-1, corporate dissolution notice letter to P.O. Box 7010, Boston, final corporate excise return
  • Department of Unemployment Assistance: Suspend the employer account in QUEST: 877-626-6800
mass.gov

Fees and form numbers change, so check the source before you file.

A checklist can keep you from forgetting things. It cannot tell you what your state requires today. Have your lawyer or CPA look at it before you rely on it. Vaultfish helps you run the process. We are not lawyers and this is not legal advice. If you need counsel who knows this area, we can point you to one. Ask for a referral

Questions people ask

How much does it cost to close a Massachusetts LLC or corporation?

LLC (Certificate of Cancellation): $100. corporation (Articles of Voluntary Dissolution): $100. Fees change, so check the source link before you pay.

Do I need tax clearance to close a Massachusetts company?

Massachusetts does not require a tax clearance before you file. A corporation does not need a tax clearance certificate, but the state still wants a letter to the Commissioner of Revenue about the dissolution.

Where do I file in Massachusetts?

File with the Massachusetts Secretary of the Commonwealth, Corporations Division. You can file online, by mail or in person.

How long does it take to close a company in Massachusetts?

Massachusetts publishes no fixed processing time that we could find. Paid rush filing is available.

What happens to my Slack, email and CRM when I close?

Closing the company does not decide what happens to your records. Keep what tax and payroll rules ask for. The IRS gives retention periods on its site. Then check what the rest could be worth before you delete it.

Is this legal advice?

No. We read the state pages so you don't have to, then link to them so you can check our work. Have your lawyer or CPA read it too. They like that.