How to Terminate a Massachusetts LLC

By Laura Payet

How to Terminate a Massachusetts LLC

By Laura Payet

When you began your business as a limited liability company (LLC) in Massachusetts, you registered with the Corporations Division of the Secretary of the Commonwealth (SOC) by filing a certificate of organization. Similarly, when you decide to close down your business, you must also notify the SOC. The SOC will cancel your LLC's certificate of organization, thereby terminating its legal existence, once the company has completed winding up all its business activity and filed a certificate of cancellation.

Woman in suit talking on phone in front of desktop computer in office

Step 1. Wind up all business activity.

Before you file your certificate of cancellation, you must conclude all your LLC's business matters. This process includes settling all outstanding debts and obligations and distributing the LLC's remaining assets to its members. Note that assets must go to any creditors before they can be dispersed among the members.

Step 2. Prepare the certificate of cancellation.

After wrapping up your business's affairs, the next step is to prepare your certificate of cancellation or, if your company is a foreign LLC, a certificate of withdrawal. Massachusetts does not provide a specific form for this certificate, but it must contain the following information:

  • The LLC's federal employer identification number (EIN)
  • The LLC's name
  • The date the LLC filed its original certificate of organization
  • The LLC's reason for filing the certificate of cancellation
  • The certificate of cancellation's effective date

Any manager, authorized person, receiver, trustee, or court-appointed fiduciary may execute the certificate. Note that if your company has any employees, it must have an EIN issued by the federal government. An EIN, also known as a federal tax identification number, identifies a business entity. If you do not already have one, you can get one online from the Internal Revenue Service.

Step 3. File the certificate of cancellation.

You may submit a certificate of cancellation online, by mail, in person, or via fax. You must also pay the required fee.

Filing Online

You can use the SOC's online system to complete a certificate of cancellation. If you choose this method, you need a Customer ID Number (CID) and PIN. If you do not already have a CID and PIN, you can obtain them by emailing the SOC's office.

Filing by Mail or in Person

You may also choose to file your certificate of cancellation by mail or in person. The SOC's website provides address information and directions to the office.

Filing by Fax

If you choose to file by fax, you must use the SOC's bar-coded Fax Voucher Cover Sheet as the only coversheet. The office uses these cover sheets to route documents to the appropriate division for processing. Specific instructions for filing by fax are available here, including the fax number and a link to create the necessary Fax Voucher Cover Sheet.

You can also use an online service provider to prepare and file all the paperwork required to dissolve your Massachusetts LLC. Whatever method you choose, it is important to properly terminate the company to avoid the ongoing obligation to file annual reports with the SOC as well as to prevent continuing liability to creditors.

This portion of the site is for informational purposes only. The content is not legal advice. The statements and opinions are the expression of author, not LegalZoom, and have not been evaluated by LegalZoom for accuracy, completeness, or changes in the law.