How to Shut Down a Business in Massachusetts
Complete guide to dissolving your business entity with the Massachusetts Secretary of the Commonwealth, Corporations Division.
Quick Answer
To dissolve a business in Massachusetts, file Certificate of Cancellation (Domestic LLC) with the Massachusetts Secretary of the Commonwealth, Corporations Division. The LLC filing fee is $100 and corporation fee is $100. Massachusetts requires tax clearance from the Massachusetts Department of Revenue before dissolution. Standard processing takes 5-10 business days.
Quick Facts
| Filing Agency | Massachusetts Secretary of the Commonwealth, Corporations Division |
| Website | https://www.sec.state.ma.us/divisions/corporations/corporations.htm |
| LLC Dissolution Fee | $100 |
| Corporation Dissolution Fee | $100 |
| Tax Clearance Required | Yes |
| Processing Time | 5-10 business days |
| Online Filing | Yes |
| Phone | (617) 727-9640 |
LLC Dissolution in Massachusetts
Steps to Dissolve an LLC
- 1 Vote to dissolve per operating agreement or majority vote of members
- 2 Wind up business affairs, settle debts, and distribute remaining assets
- 3 File final federal and Massachusetts state tax returns
- 4 Close all tax accounts with the Massachusetts Department of Revenue
- 5 Obtain tax clearance from the Massachusetts Department of Revenue
- 6 File Certificate of Cancellation with the Corporations Division ($100 fee)
- 7 Cancel any DBAs, licenses, and permits
Corporation Dissolution in Massachusetts
Steps to Dissolve a Corporation
- 1 Board of directors adopts a resolution recommending dissolution
- 2 Shareholders approve dissolution by two-thirds vote
- 3 File IRS Form 966 (Corporate Dissolution or Liquidation) with the IRS
- 4 Wind up business affairs, notify creditors, and settle debts
- 5 File final federal and Massachusetts state tax returns
- 6 Obtain tax clearance from the Massachusetts Department of Revenue
- 7 File Articles of Dissolution with the Corporations Division ($100 fee)
- 8 Must have filed all annual reports for the last 10 fiscal years
Tax Requirements
Tax Agency: Massachusetts Department of Revenue
https://www.mass.gov/orgs/massachusetts-department-of-revenue
Phone: (617) 887-6367
Tax clearance from the DOR is required before dissolution. File final corporate excise tax returns and close all tax accounts. Corporations must notify the DOR of dissolution. All outstanding tax liabilities must be satisfied before clearance is issued.
Additional Requirements
Contact Information
Agency: Massachusetts Secretary of the Commonwealth, Corporations Division
Address: One Ashburton Place, Room 1717, Boston, MA 02108-1512
Phone: (617) 727-9640
Email: corpinfo@sec.state.ma.us
Website: https://www.sec.state.ma.us/divisions/corporations/corporations.htm
Online Portal: https://www.sec.state.ma.us/divisions/corporations/filing-by-subject/limited-liability/corporations-limited-liability-company.htm
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This guide is for informational purposes only and does not constitute legal advice. Information is sourced from official state websites and was last verified in 2026. Always confirm current requirements directly with the Massachusetts Secretary of the Commonwealth, Corporations Division. Consult an attorney for advice specific to your situation.