Dissolving a company in Massachusetts
The state-level facts for closing an LLC or corporation in Massachusetts: the dissolution filing, its fee, whether tax clearance comes first, and the tax obligations that keep accruing until the filing is accepted. Every fact links to the official government source it was read from.
Massachusetts LLC
- Dissolution filing
- Certificate of Cancellation — filed with the Massachusetts Secretary of the Commonwealth, Corporations Division. (official source)
- Filing fee
- $100 (official source)
- Tax clearance before filing
- Not required before the dissolution filing. (official source)
- Annual Report ($500)
- The $500 annual report is due every year on or before the anniversary date of the original certificate of organization and keeps accruing until the Certificate of Cancellation is filed. (official source)
- Final state return
- LLCs taxed as partnerships file a final Massachusetts Form 3 (Partnership Return of Income) with a copy of U.S. Form 1065 and Schedule K-1 attached; close the registration through MassTaxConnect. (official source)
Worth knowing
- The LLC annual report is $500 - one of the highest in the country - and continues to accrue every anniversary year until the Certificate of Cancellation is filed, so filing before the anniversary date avoids another $500.
- The Secretary of the Commonwealth's fee schedule lists both Foreign Cancellation ($100) and Foreign Withdrawal ($100) for LLCs; the Department of Revenue's closing guide says foreign LLCs file a Certificate of Withdrawal.
- Expedited handling for fax and electronic filings costs an added fee that scales with the order subtotal (from $3 up to 4.5% of subtotals over $500).
Massachusetts corporation
- Dissolution filing
- Articles of Voluntary Dissolution — filed with the Massachusetts Secretary of the Commonwealth, Corporations Division. (official source)
- Filing fee
- $100 (official source)
- Tax clearance before filing
- Not required before the dissolution filing. (official source)
- Annual Report ($125 paper; $100 electronic; $150 if late) and corporate excise tax
- Before dissolving, the corporation must have filed all annual reports owed for the last ten fiscal years (M.G.L. c.156D s.14.03; 950 CMR 113.41), and must file a final corporate excise return with the final-return oval marked. (official source)
- Final state return
- File a final corporate excise tax return with the final-return oval marked, and complete federal Form 966 (Corporate Dissolution or Liquidation) with the final corporate return; close registrations through MassTaxConnect. (official source)
Worth knowing
- The ten-fiscal-year annual report catch-up rule is unusual: articles of dissolution are not accepted until every annual report owed for the last ten fiscal years is filed.
- The DOR notification letter (with a copy of the dissolution vote, mailed to Department of Revenue, P.O. Box 7010, Boston, MA 02204, Attn: Corporate Dissolutions) replaced the old pre-dissolution Certificate of Good Standing requirement.
- Corporations dissolved before July 1, 2004 can be revived by any interested person via an Application for Revival ($100), which also requires the last ten years of annual reports.
- Filing the annual report electronically costs $100 instead of $125 on paper ($150 if late).
Closing a company is more than the state filing — payroll accounts, sales-tax permits, franchise-tax finals, federal returns, and creditor notices all have their own order and deadlines. A Winddown runbook sequences all of it for your specific company, with drafted consents and creditor notices included.
Sourced from the official pages linked above; facts we could not verify against an official source are shown as links rather than numbers. Requirements and fees change — the linked pages are authoritative. General information, not legal or tax advice.