In this article, we'll show you step-by-step how to dissolve an LLC in Massachusetts by giving you links to all of the forms, with advice on how to save money by doing it yourself!
It's a lot easier to file for an LLC dissolution in Massachusetts than you might think, and if you have the time to spend learning how to do it, you can avoid using a third-party service.
By free, we mean filing the application forms yourself without an LLC dissolution company. State filing fees may still apply.
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Save hours of your valuable time by using a dissolution service to close your LLC.
It's hard to pick just one service that will be suitable for every business dissolution need.
However, in our experience, Bizee, formerly IncFile, offer the best and most reliable service for the majority of LLC companies that need to be closed.
IncFile has a fantastic track record will guide you through the entire process.
Try Bizee Now →As technology improves and more systems become digital, the process of closing or dissolving your LLC in Massachusetts has become easier than ever.
However - we are still talking about the government here, so it's not always as simple as it could be! There are a number of steps you need to take to make sure you close your LLC properly, and we'll walk you through them below.
Make you that you take the time to really read this article a couple of times to fully understand everything you need to do. Any mistakes can delay your filing and your company will still be active until you complete the process.
In order to close your Massachusetts LLC, you will need to pay a filing fee of $100 to the Massachusetts Secretary of State. This is a one-time fee paid directly to the government, and it's required to close your LLC.
You can file the dissolution documents for your Massachusetts LLC by mail. This is the slowest option, but is the traditional method of filing.
To file by mail, it will take a total of 5 days to process your dissolution documents once they have been received by the Secretary of State.
You'll need to download and print the form "Certificate of Cancellation" from the following link:
Once the form is completed, you can mail it to the following address:
Secretary of the Commonwealth One Ashburton Place, 17th Floor Boston, MA 02108
Filing to close your Massachusetts LLC online is the fastest and most convenient way to dissolve your company. This method will be approved in 5 days.
To begin the online filing process, you can visit the following link:
https://www.sec.state.ma.us/divisions/corporations/cor-redirect.htm
You can file your dissolution documents with the Massachusetts Secretary of State. This is a great way to speed up the process and avoid any long waiting times.
Alternatively, you can save hours of your time by using a dissolution service like IncFile.
Use IncFile File onlineThere is no set form for a Certificate of Cancellation in Massachusetts. LLC's must draft their own 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.
As part of the dissolution process, you will need to file your final annual report with the Massachusetts Secretary of State.
The deadline for your annual report in Massachusetts is:
In Massachusetts, the Annual Report is due every year before the LLC’s anniversary date.
To make sure you file the correct dissolution documents, you can refer to the official Massachusetts statutes at the following link:
https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter156C
A tax clearance certificate is a document issued by the Massachusetts Department of Revenue that confirms you have paid all of your outstanding taxes.
You do not need to obtain a tax clearance certificate from the Massachusetts Department of Revenue to close your LLC.
Once the Massachusetts Secretary of State has approved your dissolution documents, your LLC name will be eventually be made available for someone else to use.
This varies by state, but in Massachusetts your LLC name will be made available immediately.
A public notice is a document that is published in a newspaper to inform the public that your LLC is being dissolved.
In Massachusetts, you do not need to publish a public notice in a newspaper to inform the public that your LLC is being dissolved.
A member vote is a document that is signed by the members of your LLC to confirm that they have voted to dissolve the company.
The requirement for Massachusetts is that you need a majority vote to dissolve your LLC.
Before you wind up your Massachusetts LLC, you need to make sure that you have paid off all of your outstanding debts and obligations.
Limited liability companies should distribute the remaining assets only after settling business debts.
There is also a process for handling the assets of your Massachusetts LLC. This includes distributing the assets to the members, selling the assets, or donating the assets to a charity.
Any remaining assets should be distributed to the company's members in proportion to their ownership interests.
If you do not dissolve your Massachusetts LLC properly, you could face some serious legal consequences. This includes being held personally liable for any outstanding debts or obligations of the company.
Failure to file annual reports for two consecutive years may result in administrative dissolution of the LLC
If you need to clarify any of the information on this page, you can contact the Massachusetts Secretary of State at:
Secretary of the Commonwealth One Ashburton Place, 17th Floor Boston, MA 02108
One Ashburton Place, 17th floor Boston, MA 02108
(617) 727-9640
When you have completed the dissolution process for your Massachusetts LLC, you should also notify the IRS that you are no longer in business. You can find information on how to do that at the following link:
https://www.irs.gov/businesses/small-businesses-self-employed/closing-a-business
You should also make sure to cancel any business licenses or permits that your LLC may have.
We hope this guide has helped you understand the process for dissolving your Massachusetts LLC. If you have any questions, please contact a local attorney for assistance. While not required, it can be helpful to have a lawyer assist you with the dissolution process.
Save hours of your valuable time by using a dissolution service to close your LLC.
It's hard to pick just one service that will be suitable for every business dissolution need.
However, in our experience, Bizee, formerly IncFile, offer the best and most reliable service for the majority of LLC companies that need to be closed.
IncFile has a fantastic track record will guide you through the entire process.
Try Bizee Now →