Massachusetts law regulates the creation and maintenance of corporate formalities of businesses registered in Massachusetts. All businesses engaged in significant commercial activity within the state of Massachusetts must register with the Corporations Division of the Massachusetts Secretary of the Commonwealth. Terminating a Massachusetts limited liability company, or LLC, requires drafting and filing a document, called a Certificate of Cancellation, with the Corporations Division.
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Choose your method for filing the Certificate of Cancellation for your Massachusetts LLC. The Corporations Division accepts the filing of a Certificate of Cancellation by fax, mail or Internet. If filing by Internet, you must use the Massachusetts Corporations Online Filing System (see Resources). Accessing this site requires obtaining a Customer ID Number and PIN, which can be obtained by emailing the Corporations Division at email@example.com.
Draft your Certificate of Cancellation or fill out the online form. The Corporations Division does not supply an official Certificate of Cancellation form for an LLC or a sample Certificate of Cancellation. However, if you are filing a Certificate of Cancellation online, the Massachusetts Corporations Online Filing System supplies an online form for you to fill in. Using either method of filing, you must supply the federal employer identification number, the name of your LLC and the date of filing for your LLC’s original Certificate of Organization. Specify the reason for filing a certificate of cancellation. If you do not want your LLC to dissolve upon filing the Certificate of Cancellation, specify the date that you want the LLC to dissolve. You also have the option of including any other information pertinent to terminating the LLC.
Have an appropriate person execute the Certificate of Cancellation. An LLC owner, manager or any other person authorized in the LLC’s Certificate of Organization to make filings on behalf of the LLC must file the Certificate of Cancellation. A court appointed receiver, trustee or fiduciary may also file a Certificate of Cancellation on behalf of an LLC. If you are filing online, one of these individuals must be the person who files online. If you are filing by mail or fax, one of these individuals must sign the Certificate of Cancellation.
Pay the appropriate fee. As of 2010, the fee for filing a Certificate of Cancellation with the Corporations Division is $100. If filing online, you must pay by credit card. If filing by mail or fax, you must pay by check made payable to the Secretary of the Commonwealth.
Tips & Warnings
You may want to consult with an attorney about drafting a Certificate of Cancellation or the tax implications of terminating a Massachusetts LLC.
References & Resources
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