How to Close or Dissolve an LLC in Massachusetts: Forms, Fees & Process

1. What Does It Mean to Dissolve an LLC in Massachusetts?

Dissolving an LLC in Massachusetts is the formal legal process of ending a limited liability company’s existence after dissolution documents are accepted by the Massachusetts Secretary of the Commonwealth. Simply ceasing operations or remaining inactive does not legally terminate the LLC.

Dissolution generally involves completing wind-up activities, filing Articles of Dissolution, settling debts, distributing remaining assets under the operating agreement, and completing all final federal and Massachusetts tax filings to ensure removal from state records without future compliance issues.

2. When Should You Close or Dissolve a Massachusetts LLC?

You should close or dissolve a Massachusetts LLC when the business has permanently stopped operating, is no longer generating revenue, or has completed the purpose for which it was formed. Voluntarily dissolving the LLC formally ends its legal existence with the Massachusetts Secretary of the Commonwealth and prevents the state from continuing to treat the company as active for compliance, reporting, and administrative purposes.

This section addresses voluntary dissolution, which is initiated by the LLC’s members. It is different from administrative dissolution, which occurs when the state dissolves an LLC for noncompliance—such as failing to file required Massachusetts Annual Reports. Voluntary dissolution allows owners to properly wind down the business, close out obligations, and avoid ongoing fees, notices, or unnecessary legal exposure.

Common situations where dissolving a Massachusetts LLC is appropriate

1. Business inactivity: the LLC has ceased operations and does not intend to conduct business in Massachusetts or elsewhere
2. Member decision: the LLC’s members have approved permanent closure in accordance with the operating agreement or Massachusetts law
3. Business restructuring: the LLC is merging, converting to another entity type, or transitioning to a new business structure
4. Inability to continue operations: loss of required licenses, contracts, funding, or overall business viability
5. Proactive closure: formally ending the LLC to stop future Massachusetts Annual Report filing obligations and reduce administrative or compliance risk

3. Things to Do Before Dissolving an LLC in Massachusetts

Before dissolving an LLC in Massachusetts, it’s recommended to complete several preparatory steps to ensure the business is properly wound down and does not leave unresolved legal, tax, or administrative obligations behind. Although Massachusetts does not require tax clearance or proof of compliance before filing Articles of Dissolution (Domestic LLC), addressing outstanding issues in advance helps reduce the risk of post-dissolution notices, penalties, or continued Massachusetts Annual Report exposure.

The steps below are best practices rather than formal state filing requirements. They help ensure a clean and orderly closure before the LLC is formally dissolved with the Massachusetts Secretary of the Commonwealth.

Pre-dissolution checklist (recommended best practices)

1. Review the operating agreement: confirm member approval requirements, voting thresholds, and any dissolution procedures required under the LLC’s governing documents or Massachusetts law
2. Approve and document the dissolution: obtain formal member approval and record the decision in written resolutions or meeting minutes for legal, tax, and record-keeping purposes
3. Settle outstanding debts and liabilities: pay, resolve, or make reasonable provision for obligations owed to creditors, vendors, employees, contractors, and service providers
4. Wind down business operations: complete or terminate open contracts, notify customers where appropriate, cancel subscriptions, and prepare to close business bank accounts and payment platforms
5. Review Massachusetts compliance and tax obligations: confirm required Massachusetts Annual Reports are current and review any outstanding state tax obligations, such as income tax (if applicable), sales tax, employer withholding, or unemployment insurance
6. Review federal tax filing requirements: confirm all required federal tax filings associated with the LLC’s EIN are up to date and determine whether any final federal income, employment, or information returns are required based on the LLC’s federal tax classification
7. Assess federal BOI reporting obligations (if applicable): determine whether a final Beneficial Ownership Information (BOI) update is required due to ownership or control changes. BOI reporting is a federal requirement and applies independently of Massachusetts dissolution filings
8. Prepare and retain final records: organize financial statements, tax filings, member approvals, annual report confirmations, and dissolution-related documents for future reference or verification

These steps are recommended best practices and are not required by the state before filing Articles of Dissolution (Domestic LLC). Completing them before submitting dissolution documents helps ensure the LLC is properly closed and reduces the risk of post-dissolution tax, legal, or administrative issues.

4. Step-by-Step: How to Close or Dissolve an LLC in Massachusetts

Closing or dissolving an LLC in Massachusetts means formally ending the company’s legal existence with the Massachusetts Secretary of the Commonwealth. While Massachusetts does not require tax clearance or proof of paid taxes before dissolution, LLC owners should review outstanding Massachusetts Annual Reports, tax obligations, and unresolved business matters before filing to avoid future notices, penalties, or compliance issues after closure.

Important: The only filing required to legally dissolve a Massachusetts LLC is Articles of Dissolution (Domestic LLC). The steps below outline both the required filing and recommended actions to ensure a clean and complete wind-down.

1. Approve the dissolution (required): obtain member approval as outlined in the LLC’s operating agreement or, if none exists, in accordance with Massachusetts law, and document the decision in writing
2. Wind down business affairs (recommended): settle outstanding debts and liabilities, resolve or terminate contracts, notify creditors where appropriate, and cease ongoing business operations
3. Review Massachusetts compliance and tax accounts (recommended): confirm required Massachusetts Annual Reports are filed and review any outstanding state tax obligations, such as income tax (if applicable), sales tax, employer withholding, or unemployment insurance
4. Review federal tax and reporting requirements (recommended): confirm all federal filings associated with the LLC’s EIN are complete and determine whether any final federal income, employment, or information returns are required
5. Prepare the Articles of Dissolution (required): complete the Articles of Dissolution (Domestic LLC), the form that officially terminates the LLC’s legal existence under Massachusetts law
6. File the Articles of Dissolution (required): submit the form online or by mail with the Massachusetts Secretary of the Commonwealth. The current filing fee is $30 for online filings and $50 for paper filings. Online filings are typically processed the same day or within one business day
7. Confirm dissolution status (recommended): retain proof of filing and verify the LLC’s status shows “Dissolved” in Massachusetts Secretary of the Commonwealth records, confirming the company is no longer active

5. DIY vs Professional LLC Dissolution Services

Massachusetts LLC owners can either handle the dissolution process themselves or seek professional assistance. Massachusetts’s dissolution requirements are relatively straightforward, and many single-member or inactive LLCs with no outstanding obligations can complete the process without outside help. The best approach depends on the LLC’s ownership structure, compliance history, and whether unresolved legal, tax, or administrative issues exist.

What typically increases the complexity of dissolving a Massachusetts LLC?

1. Multiple members or unclear approval and voting requirements
2. Outstanding debts, contracts, or unresolved creditor obligations
3. Overdue Massachusetts Annual Reports or open state or federal tax accounts

Why some owners choose professional dissolution support

1. Reduced risk of missed steps, incorrect sequencing, or incomplete wind-downs
2. Guidance on Massachusetts-specific requirements, including filing Articles of Dissolution (Domestic LLC)
3. Added confidence that the LLC is properly dissolved and no longer subject to ongoing annual reporting or compliance notices

6. Filing Fees, Processing Time, and Approval Timeline

Understanding filing fees and processing timelines helps set realistic expectations when closing or dissolving an LLC in Massachusetts. While the filing process itself is relatively fast, the overall timeline depends on whether required Massachusetts Annual Reports are current and how quickly documents are submitted to and accepted by the Massachusetts Secretary of the Commonwealth.

Massachusetts LLC dissolution filing fee

Massachusetts charges a state filing fee to dissolve an LLC by submitting Articles of Dissolution (Domestic LLC) to the Massachusetts Secretary of the Commonwealth. The current filing fee is $30 for online submissions and $50 for paper filings. Massachusetts does not require tax clearance from the Massachusetts Department of Revenue before Articles of Dissolution can be filed.

Processing time

Articles of Dissolution filed online are typically processed the same day or within one business day, provided the filing is complete and any required Massachusetts Annual Reports are current. Paper filings generally take longer due to mail handling. Massachusetts does not typically offer expedited processing because standard processing times are already short.

When the LLC is officially dissolved

A Massachusetts LLC is considered officially dissolved once the Massachusetts Secretary of the Commonwealth accepts and records the Articles of Dissolution (Domestic LLC). At that point, the LLC’s status in state records will show as “Dissolved”, and ongoing annual reporting and entity-level compliance obligations generally end.

Post-approval considerations

After dissolution is approved, retain copies of the filed Articles of Dissolution and the acceptance confirmation from the Massachusetts Secretary of the Commonwealth. These documents may be required for future tax matters, banking closures, contract terminations, audits, or legal verification.

If you prefer assistance with document preparation, filing coordination, or compliance review, FormLLC can help ensure your Massachusetts LLC dissolution is completed accurately and without unnecessary delays or follow-up issues.

7. Final Tax Filings and Compliance Related to Dissolution

Even though Massachusetts does not require tax clearance before an LLC can be dissolved, owners should complete all applicable final tax filings and close related compliance accounts to avoid future notices, penalties, or enforcement actions after dissolution.

• Bring Massachusetts Annual Reports current: ensure all required Massachusetts Annual Reports are filed through the year of dissolution. Annual reporting obligations generally continue until Articles of Dissolution (Domestic LLC) are filed with and accepted by the Massachusetts Secretary of the Commonwealth.
• Resolve outstanding Massachusetts tax obligations: identify and pay any unpaid state taxes, such as income tax (if applicable), sales tax, employer withholding, or unemployment insurance contributions, including any accrued penalties or interest.
• File final Massachusetts tax returns (if required): submit any applicable final state tax returns through the Massachusetts Department of Revenue and clearly mark them as final where appropriate. While tax clearance is not required for dissolution, registered tax accounts should be properly closed.
• Complete final federal tax filings: file all required federal returns associated with the LLC’s EIN, including final income, partnership, S corporation, or employment tax filings, depending on the LLC’s federal tax classification.
• Close state and local tax accounts: formally close or update any active Massachusetts tax registrations, such as sales tax permits or employer withholding accounts, to prevent future reporting obligations.
• Cancel licenses and permits: terminate any Massachusetts state or local business licenses, permits, or registrations associated with the LLC to avoid renewal notices or fees.
• Retain dissolution and tax records: keep copies of final tax filings, annual report confirmations, and the filed Articles of Dissolution (Domestic LLC) for future reference, verification, or audit purposes.

8. What Happens If You Don’t Properly Dissolve an LLC in Massachusetts?

Simply stopping business operations does not legally close an LLC in Massachusetts. Until Articles of Dissolution (Domestic LLC) are filed with and accepted by the Massachusetts Secretary of the Commonwealth, the LLC continues to exist as a legal entity in Massachusetts’s business records—even if the company is no longer operating.

Failing to complete a voluntary dissolution can expose owners to ongoing compliance and financial risk. This is different from administrative dissolution, which occurs when the state dissolves an LLC for noncompliance—such as failing to file required Massachusetts Annual Reports. Administrative dissolution is a state enforcement action and does not properly close the business or eliminate liabilities.

• Continued legal existence: Without filed Articles of Dissolution, the LLC remains active in Massachusetts records and continues to be recognized as a legal entity.
• Ongoing reporting and fee exposure: Massachusetts Annual Report obligations and related late fees may continue to accrue until the LLC is formally dissolved.
• Liability is not eliminated: Administrative dissolution does not end responsibility for unpaid debts, contracts, or tax obligations.
• Member and compliance risk: Unresolved contracts, creditor claims, or incomplete wind-down activities can create ongoing legal or financial exposure for LLC members.
• Future filing complications: Improperly closed LLCs may face delays or additional requirements when reinstating, dissolving later, or forming new businesses in Massachusetts.

9. Closing a Foreign LLC Registered in Massachusetts

What is a foreign LLC?

A foreign LLC is a limited liability company that was formed in another U.S. state or jurisdiction but is registered to conduct business in Massachusetts. If a foreign LLC no longer conducts business or has ceased operations in Massachusetts, it must formally withdraw its registration with the state to end Massachusetts-specific compliance, reporting, and Annual Report obligations.

Withdrawal vs. dissolution

Withdrawing a foreign LLC from Massachusetts does not dissolve the company in its home state. Withdrawal only terminates the LLC’s authority to transact business in Massachusetts. To withdraw, the LLC must file an Application for Withdrawal (Foreign LLC) with the Massachusetts Secretary of the Commonwealth.

Any dissolution or permanent closure of the LLC itself must be completed separately in accordance with the laws of the state or jurisdiction where the LLC was originally formed. Withdrawal from Massachusetts does not affect the LLC’s legal status outside the state.

Common requirements to withdraw a foreign LLC from Massachusetts

• File an Application for Withdrawal (Foreign LLC) with the Massachusetts Secretary of the Commonwealth
• Pay the $5 Massachusetts state filing fee for foreign LLC withdrawal
• Ensure all required Massachusetts Annual Reports are filed and current through the year of withdrawal
• Resolve any outstanding Massachusetts tax obligations, such as income tax (if applicable), sales tax, or employer withholding, through the Massachusetts Department of Revenue
• Confirm the LLC’s status in its home state remains active, withdrawn, or properly dissolved, as required by that jurisdiction

After withdrawal is approved

• The foreign LLC is no longer authorized to conduct business in Massachusetts
• Registration with the Massachusetts Secretary of the Commonwealth and Massachusetts annual reporting obligations generally end
• Proof of withdrawal should be retained for tax records, banking matters, audits, and future business registrations

10. Conclusion

Closing or dissolving an LLC in Massachusetts is a formal legal step that permanently ends a business’s existence under state law. Simply stopping operations is not sufficient—an LLC remains active in Massachusetts records until Articles of Dissolution (Domestic LLC) are filed with and accepted by the Massachusetts Secretary of the Commonwealth.

By following the proper dissolution process—bringing Massachusetts Annual Reports and tax matters current, completing the necessary wind-down steps, and filing Articles of Dissolution—LLC owners can close their businesses with confidence and avoid future compliance issues. Massachusetts’s low filing fees and typically fast processing make voluntary dissolution straightforward when handled correctly. If you prefer guided assistance, FormLLC can help ensure your Massachusetts LLC is dissolved accurately and without unnecessary delays or follow-up complications.