Massachusetts Entity Dissolution Information

Information on dissolving an entity's legal existence
Order Registered Agent Service

Dissolution is the process of closing out the legal existence of an entity. While ultimately, you will file Massachusetts Articles of Dissolution to accomplish this, there are often prerequisites to handle first.

The most common prerequisites are obtaining a tax clearance certificate from the department of revenue and bringing the entity into good standing prior to dissolution. See the table below for more information on filing a dissolution in Massachusetts.

Domestic Dissolution for Corporations:

Agency:Massachusetts Secretary of the Commonwealth - Corporations Division
Form:
Filing Method:

Mail, fax, or online.

Agency Fee:

$100 + $10 if filing by fax or online

Notes:
  • A corporation may dissolve at any time after submitting articles of dissolution to the Division to authorize the dissolution. In order to file articles of dissolution, a corporation must file all annual reports owed by it for the last 10 fiscal years.
  • If the corporation has not completed its current year at the time it files articles of dissolution, it will be required to file an annual report for the current fiscal year if more than six months have passed since the close of its prior fiscal year or if the corporation has issued additional shares during the prior fiscal year.

Domestic Dissolution for Limited Liability Companies:

Agency:Massachusetts Secretary of the Commonwealth - Corporations Division
Filing Method:

Online

Agency Fee:

$100 + $10 online filing fee

Domestic Dissolution for Professional Corporations:

Agency:Massachusetts Secretary of the Commonwealth - Corporations Division
Form:
Filing Method:

Mail or online.

Agency Fee:

$100 + $10 if filing by fax or online

Notes:

In order to file articles of dissolution, a corporation must file all annual reports owed by it for the last 10 fiscal years.

Domestic Dissolution for Limited Partnerships:

Agency:Massachusetts Secretary of the Commonwealth - Corporations Division
Filing Method:

Mail, in-person, or fax.

Agency Fee:

$100 + $10 if filing by fax

Notes:

A certificate of limited partnership must be canceled upon the dissolution and commencement of winding up the partnership or at any time there are no limited partners.