Dissolving a Massachusetts LLC
If you and other members of your organization are considering dissolving your LLC, it's important to address the required steps; otherwise, you could face administrative consequences and additional challenges associated with the dissolution of your Massachusetts LLC.
Before you file paperwork
Before anything is filed with the state to formally terminate the existence of the LLC, members of the LLC need to take certain actions. As a first step, members of the LLC need to approve the dissolution. This can be done in accordance with the operating agreement of the LLC or through a unanimous consent of the members approving the dissolution. Regardless of the method, the vote on the dissolution should be recorded in the minutes of the meeting in which it occurred. This can be helpful in the event that someone does not remember providing their consent.
What to file
You are responsible for taking the necessary actions to notify creditors prior to dissolving a Massachusetts LLC and winding up the company. You will need to make arrangements to pay all LLC liabilities, debts and obligations.
Massachusetts requires that a Certificate of Cancellation by filed with the Massachusetts Secretary of Commonwealth, Corporations Division. The certificate must include the LLC name, federal employer ID number, date the certification of organization was filed, cancellation effective date and reason for cancellation. Submit this signed document, along with the filing fee, via mail, fax or in person. Documents submitted via fax must include the Fax Voucher Cover Sheet (available online). There is a fee for filing and forms are usually processed within 3-5 business days. Expedited service is available for an additional fee. By filing these articles, you are formally terminating the LLC’s status as a business entity registered directly with the state. Massachusetts does not require tax clearance prior to dissolving your LLC. However all fees and fines, including annual report filings, must be paid prior to dissolution by the Secretary of Commonwealth.
We recognize that this process can be overwhelming and frustrating for someone in the midst of winding down the business of an LLC. To avoid the hassles associated, you can partner with our service and we will handle all aspects of dissolving your Massachusetts LLC for you.
Impact of dissolution
Once formally terminated with the state, the name of your Massachusetts LLC is not protected. Other entities may be eligible to use the name immediately.
Finally, remember that if you are authorized to do business in other states, you will need to follow the necessary procedures within those states to decrease your chances of facing additional consequences outside of Massachusetts. Swyft Filings can help with your withdrawal from any state where you are foreign qualified.