# How to Dissolve an LLC in Massachusetts: Fees and Steps

> Close a Massachusetts LLC with a $100 Certificate of Cancellation, after every $500 annual report is filed, then cancel DOR registrations on MassTaxConnect.

Canonical: https://origindatapartners.com/guides/dissolve-llc-massachusetts
By: Origin Data Partners
Status: Published
Published: 2026-11-11
Updated: 2026-11-11
Sources checked: 2026-11-11

## Quick answer

To dissolve an LLC in Massachusetts, file a Certificate of Cancellation with the Secretary of the Commonwealth's Corporations Division for $100. All annual reports and fees must be filed and paid first, at $500 per report. Then cancel Department of Revenue registrations in MassTaxConnect or on Form AI-1, and suspend the employer account with the Department of Unemployment Assistance.

## Key points

- The Certificate of Cancellation costs $100, but Massachusetts will not accept it until every annual report and fee is current.
- Massachusetts LLC annual reports cost $500 each, so missed years add up before you can close.
- Two missed annual reports allow administrative dissolution, which only limits the LLC to winding up.
- Corporations no longer need a DOR certificate to dissolve, but they must still notify DOR by letter, and they need a DOR certificate to reinstate.

## How to dissolve an LLC in Massachusetts, step by step

Massachusetts LLC law has a single closing document. A certificate of cancellation is filed with the state secretary once the LLC has dissolved and finished winding up, or at any time it has no members ([M.G.L. c. 156C, s. 14](https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter156C/Section14)). The certificate gives the LLC's name, the date its certificate of organization was filed, the reason for cancelling and, if wanted, a later effective date.

The member vote, wind-up and federal returns follow the pattern in [how to dissolve an LLC](https://origindatapartners.com/guides/how-to-dissolve-an-llc). The Massachusetts order:

| Step | Massachusetts detail | Agency |
| --- | --- | --- |
| Check annual reports | File any missing $500 reports and pay fees; cancellation is refused otherwise | Corporations Division |
| Approve and wind up | Vote under the operating agreement; pay or provide for debts; distribute | Company |
| Cancel DOR registrations | MassTaxConnect, or Form AI-1; file returns through the closing period | Department of Revenue |
| Suspend the employer account | QUEST: Account Maintenance, Suspend Employer Account | Department of Unemployment Assistance |
| File the Certificate of Cancellation | $100 | Secretary of the Commonwealth |
| Final federal returns and EIN letter | Form 1065 with final K-1s, or the owner's return | IRS |


## Filing the Massachusetts Certificate of Cancellation

The Secretary of the Commonwealth's LLC regulation sets the fee: the fee for filing a certificate of cancellation shall be $100.00. It also adds the condition that trips up many owners: to file a certificate of cancellation, the LLC must file all annual reports and pay all fees required by law ([950 CMR 112.00](https://www.mass.gov/doc/950-cmr-112-limited-liability-companies/download)). The regulation also asks for the LLC's federal employer identification number on the certificate.

That condition matters because Massachusetts annual reports are expensive. Each LLC annual report carries a $500 fee ([950 CMR 112.00](https://www.mass.gov/doc/950-cmr-112-limited-liability-companies/download)). An LLC that went quiet for three years has $1,500 of reports to file before the $100 cancellation will be accepted. Bring the record current first, then cancel.

The Department of Revenue's closing guide lists the Corporations Division's number for questions: 617-727-9640 ([Massachusetts DOR](https://www.mass.gov/info-details/closing-your-business-registration)).

This guide is general information, not legal or tax advice. Fees and forms change: confirm them with the agency before you file, and ask an attorney or accountant about your situation.

| Document | Form | Fee | Where | Notes |
| --- | --- | --- | --- | --- |
| Domestic LLC | Certificate of Cancellation (M.G.L. c. 156C, s. 14) | $100 | Secretary of the Commonwealth, Corporations Division | All annual reports and fees must be current |
| Domestic business corporation | Articles of Dissolution (M.G.L. c. 156D, s. 14.03) | $100 | Secretary of the Commonwealth | Dissolved on the effective date of the articles |
| Foreign LLC | Certificate of Withdrawal or Certificate of Cancellation | Confirm with the Division | Secretary of the Commonwealth | States that taxes and fees are paid or provided for |
| Annual report (LLC) | Annual Report | $500 each | Secretary of the Commonwealth | Any missing years must be filed before cancelling |

Source: [950 CMR 112.00: Limited liability companies (Secretary of the Commonwealth regulation)](https://www.mass.gov/doc/950-cmr-112-limited-liability-companies/download)

## Massachusetts DOR and DUA: closing the accounts

The Massachusetts Department of Revenue's closing guide covers its own accounts and points to the other agencies ([Massachusetts DOR](https://www.mass.gov/info-details/closing-your-business-registration)).

- Cancel registrations: businesses closing as a whole, or closing specific DOR tax registrations, must either cancel with MassTaxConnect or fill out and submit a Form AI-1. With a retroactive closing date, still file returns through the period when you actually closed the account.
- Final income returns: a multi-member LLC taxed as a partnership files a final Form 3, Partnership Return of Income, with a copy of the federal Form 1065 and Schedule K-1. A corporation, or an LLC taxed as one, files a final corporate excise return with the final return oval selected.
- Department of Unemployment Assistance: sign on to the QUEST self-service system, choose Account Maintenance, then Suspend Employer Account, and complete the requested information.
- IRS: file the final return for the year you close, final payroll forms if you had employees, and a letter to close the EIN account ([IRS](https://www.irs.gov/businesses/small-businesses-self-employed/closing-a-business)).


## Dissolving a Massachusetts corporation

A Massachusetts business corporation dissolves by delivering articles of dissolution to the secretary of state at any time after dissolution is authorized, and it is dissolved on the effective date of those articles ([M.G.L. c. 156D, s. 14.03](https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter156D/Section14.03)). The state rate table lists Articles of Dissolution among the Corporations Division filings, at $100 ([801 CMR 4.02](https://www.mass.gov/doc/801-cmr-4-rates/download)).

A Department of Revenue certificate is not a precondition. The Department's own guidance says certificates of good standing for dissolution purposes are no longer required for the Secretary of State to dissolve a corporation ([Massachusetts DOR](https://www.mass.gov/technical-information-release/tir-94-9-voluntary-dissolution-of-corporations-dor-guidelines-for-obtaining-certificates-of-good-standing-for-dissolution-purposes-after-repeal-of-voluntary-dissolutions-regulation-830-cmr-62c321)). The notice requirement survives, though: DOR says the requirement to notify its commissioner of a corporation's formal dissolution is still in effect, met by a letter on corporate letterhead, signed by an officer, stating the intent to dissolve, with a copy of the vote attached and mailed to DOR, Attn: Corporate Dissolutions ([Massachusetts DOR](https://www.mass.gov/info-details/closing-your-business-registration)). The corporation also files a final excise return, and Form 966 with the IRS after adopting the plan. For the federal side, see [how to dissolve a corporation](https://origindatapartners.com/guides/dissolve-a-corporation).


## Administrative dissolution in Massachusetts and why it is not a shortcut

The state secretary may start administrative dissolution of an LLC that has failed for 2 consecutive years to file annual reports, or that has become inactive. After written notice, the LLC has 90 days to cure; otherwise it is dissolved. An administratively dissolved LLC continues in existence but may only wind up and liquidate ([M.G.L. c. 156C, s. 70](https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter156C/Section70)).

For corporations the trigger is broader: 2 or more consecutive years of missed reports, unfiled tax returns or unpaid taxes under chapters 62C or 63 ([M.G.L. c. 156D, s. 14.20](https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter156D/Section14.20)). Reinstating a corporation requires a certificate from the Department of Revenue that all corporate excise taxes and penalties are paid ([M.G.L. c. 156D, s. 14.22](https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter156D/Section14.22)). Letting a Massachusetts company drift does not end its tax registrations, so the voluntary route is cleaner.


## Withdrawing an out-of-state LLC from Massachusetts

An LLC formed elsewhere and registered in Massachusetts files a Certificate of Withdrawal ([Massachusetts DOR](https://www.mass.gov/info-details/closing-your-business-registration)). Under the regulation, a foreign LLC's certificate of cancellation must state that all taxes and fees owed the Commonwealth have been paid or provided for, and either filing requires that all annual reports were filed and fees paid ([950 CMR 112.00](https://www.mass.gov/doc/950-cmr-112-limited-liability-companies/download)). The foreign LLC annual report is also $500, so check for gaps first.


## Records to keep when a Massachusetts LLC closes

Keep the filed certificate, the MassTaxConnect cancellation confirmations and the DUA suspension notice. The IRS asks for employment tax records to be kept at least 4 years after the tax is due or paid ([IRS](https://www.irs.gov/businesses/small-businesses-self-employed/how-long-should-i-keep-records)).

Export accounting, payroll, CRM, ticketing and shared drives before cancelling them: [exporting company records before closing](https://origindatapartners.com/guides/export-company-records-before-closing) and [business records after closing](https://origindatapartners.com/guides/business-records-after-closing) explain what to keep, for how long and who holds it.


## What a Massachusetts company's archive may be worth

A Massachusetts company's archive is often richer than its owners expect: years of code reviews, lab and project notes, client work product and support threads. AI developers license operating records like these when they are de-identified and the company holds the rights. Winding up is when assets get sold, so check before the files are deleted: [selling company data after closing](https://origindatapartners.com/guides/sell-company-data-after-closing).

Closing the company? Before you cancel software or delete files, find out whether its records are worth licensing: years of tickets, work orders, email and code can be. [Get a free estimate of what your records could be worth](https://origindatapartners.com/check-fit).


## Questions and answers

### How much does it cost to dissolve an LLC in Massachusetts?

The Certificate of Cancellation costs $100. Every annual report and fee must be current first, and each LLC annual report costs $500.

### Why can't I file a certificate of cancellation for my Massachusetts LLC?

The Secretary of the Commonwealth's regulation requires the LLC to file all annual reports and pay all fees before it can cancel. File the missing $500 reports first.

### Do I need a tax clearance to dissolve a company in Massachusetts?

Not to dissolve a corporation: DOR says certificates of good standing for dissolution purposes are no longer required, but a corporation must still notify DOR of the dissolution by letter. A foreign LLC's cancellation must state that taxes and fees are paid or provided for.

### What happens if I don't dissolve my Massachusetts LLC?

After 2 consecutive years of missed annual reports the state secretary can administratively dissolve it after a 90-day notice. It can then only wind up, and its tax registrations stay open until cancelled.

### How do I close a business in Massachusetts?

File the closing document with the Secretary of the Commonwealth, cancel DOR registrations in MassTaxConnect or on Form AI-1, suspend the DUA employer account in QUEST and file final federal returns.

### How do I dissolve a corporation in Massachusetts?

Deliver articles of dissolution under M.G.L. c. 156D, s. 14.03 to the Secretary of the Commonwealth with the $100 fee, send DOR the dissolution notice letter with a copy of the vote, file a final corporate excise return and file IRS Form 966.

### What is the difference between articles of dissolution and a certificate of cancellation in Massachusetts?

Massachusetts LLCs file a certificate of cancellation. Massachusetts business corporations file articles of dissolution. Each costs $100.

## Sources

- [M.G.L. c. 156C, s. 14: Cancellation of certificate of organization](https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter156C/Section14)
- [M.G.L. c. 156C, s. 70: Administrative dissolution of an LLC](https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter156C/Section70)
- [M.G.L. c. 156D, s. 14.03: Articles of dissolution](https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter156D/Section14.03)
- [M.G.L. c. 156D, s. 14.20: Grounds for administrative dissolution](https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter156D/Section14.20)
- [M.G.L. c. 156D, s. 14.22: Reinstatement](https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter156D/Section14.22)
- [950 CMR 112.00: Limited liability companies (Secretary of the Commonwealth regulation)](https://www.mass.gov/doc/950-cmr-112-limited-liability-companies/download)
- [Massachusetts DOR: Closing your business registration](https://www.mass.gov/info-details/closing-your-business-registration)
- [Massachusetts DOR: TIR 94-9, voluntary dissolution of corporations](https://www.mass.gov/technical-information-release/tir-94-9-voluntary-dissolution-of-corporations-dor-guidelines-for-obtaining-certificates-of-good-standing-for-dissolution-purposes-after-repeal-of-voluntary-dissolutions-regulation-830-cmr-62c321)
- [801 CMR 4.02: State filing rates, Corporations Division](https://www.mass.gov/doc/801-cmr-4-rates/download)
- [IRS: Closing a business](https://www.irs.gov/businesses/small-businesses-self-employed/closing-a-business)
- [IRS: How long should I keep records?](https://www.irs.gov/businesses/small-businesses-self-employed/how-long-should-i-keep-records)

## Related reading

- [LLC Dissolution Fees and Forms by State (2026)](https://origindatapartners.com/guides/dissolve-llc-by-state)
- [How to dissolve an LLC: steps, forms and fees by state](https://origindatapartners.com/guides/how-to-dissolve-an-llc)
- [How to close a business: a step-by-step US checklist](https://origindatapartners.com/guides/closing-a-business-checklist)
- [Cancel Google Workspace or delete Slack? Export data first](https://origindatapartners.com/guides/export-company-records-before-closing)
- [How long to keep business records: keep, destroy or license](https://origindatapartners.com/guides/business-records-after-closing)
- [How to dissolve a corporation: forms, fees and Form 966](https://origindatapartners.com/guides/dissolve-a-corporation)