How to Dissolve a Corporation in Massachusetts (How to legally Close a Massachusetts Business)
MASSACHUSETTS BUSINESS SERVICES CORPORATION Incorporate in Massachusetts Massachusetts Professional Corporation Massachusetts Nonprofit Corporation MA Corporation Foreign Qualification Massachusetts Corporation Annual Report Massachusetts Corporation Dissolution LLC Form a LLC in Massachusetts MA LLC Foreign Qualification Massachusetts LLC Annual Report Massachusetts LLC Dissolution OTHER MASSACHUSETTS BUSINESS SERVICES Massachusetts Good Standing Certificate Massachusetts Apostille Massachusetts DBA Name Massachusetts Registered Agent MA Corporation Kit and Seal Massachusetts Certified Copies MA Business Reinstatement MA Company Name Reservation MA Tax Status Compliance Certificate MA Attorney Good Standing Certificate Massachusetts Property Deed MA Employer Requirements QUICK ENTRY FORMS Massachusetts Incorporation Massachusetts LLC MA Professional Corporation MA Nonprofit Corporation MA Foreign Corporation MA Foreign LLC MA LLC Dissolution MA Corporation Dissolution CORPORATE GLOSSARY   Administrative Dissolution Agent for Service of Process Apostille Apportionment Articles of Incorporation Articles of Organization Assumed Name At Will LLC Authorized Shares B Corporation Benefit Corporation Board of Directors Business Dissolution Business Entity Bylaws Certificate of Existence Certificate of Status Certified Copy Close Corporation Common Stock Conversion Corporate Bylaws Corporate Name Reservation Corporate Stock DBA Disregarded Entity Dividends ESOP Excise Tax Federal Tax ID Ficticious Name Foreign Qualification Franchise Tax General Partnership Good Standing Certificate Incorporator Involuntary Dissolution IRS Form 966 ITIN Limited Liability Company Limited Partnership Liquidation LLC LP Majority Shareholder Meetings Merger Nexus Non-Stock Corporation Nonprofit Corporation Obligated Member LLC Organizer Paid-in Capital Paid-in Surplus Par Value Personal Service Corporation Preferred Stock Privilege Tax Professional Corporation Professional Service Proxy Registered Agent Registered Office Reporting Requirements Revocation S Corporation Series LLC Service Mark Shareholder Sole Proprietor Stated Capital Statutory Agent Stock Certificate Term LLC Trade Name Trademark Trust Trustee Winding Up	What is Massachusetts Corporation Dissolution? A Massachusetts Corporation is created when the MA Secretary of the Commonwealth approves the Articles of Incorporation. A record of the Massachusetts Corporation is added to the list of Corporations which have officially registered with the Massachusetts Secretary of the Commonwealth.  Once a Corporation is registered with the Massachusetts Secretary of the Commonwealth, that Corporation immediately has both reporting and tax obligations which incur penalties if the obligations are not met by the required deadlines.   more... less... A Massachusetts Corporation is created when the MA Secretary of the Commonwealth approves the Articles of Incorporation. A record of the Massachusetts Corporation is added to the list of Corporations which have officially registered with the Massachusetts Secretary of the Commonwealth.  Once a Corporation is registered with the Massachusetts Secretary of the Commonwealth, that Corporation immediately has both reporting and tax obligations which incur penalties if the obligations are not met by the required deadlines.   If you've registered a Massachusetts Corporation with the Massachusetts Secretary of the Commonwealth and want to cease business activities you have to let the MA Secretary of the Commonwealth know that you intend to close your company.  Only after the MA Secretary of State has made sure that all of the obligations of the Massachusetts Corporation have been fulfilled will the Secretary of the Commonwealth approve of the closure of the company. When the Massachusetts Secretary of the Commonwealth approves the closing of a MA Corporation, that Massachusetts Corporation is said to be Dissolved.   The process of Dissolving a Massachusetts Corporation is called Massachusetts Corporation Dissolution. A Massachusetts Corporation is required to file all required Annual Reports with the MA Secretary of the Commonwealth before the Secretary will approve Dissolution of the Massachusetts Corporation. A Massachusetts Corporation must also file a final tax return with the MA Department of Revenue prior to Dissolution. Why do I need to Dissolve a Massachusetts Corporation? As soon as a Massachusetts Corporation is registered with the MA Secretary of the Commonwealth, that Corporation is responsible for recurring obligations of the Massachusetts Secretary of the Commonwealth and the Massachusetts Department of Revenue.  If the Massachusetts Corporation does not file reports or pay taxes then that MA Corporation could be responsible for penalties which go up as time goes by. Unless you Dissolve your Massachusetts Corporation with the Massachusetts Secretary of the Commonwealth that MA Corporation will be responsible for all recurring fees and penalties. What do I have to do to Dissolve a Massachusetts Corporation? Massachusetts Corporation Dissolution is one part of a larger process commonly called the "Winding Up" process.   more... less... Massachusetts Corporation Dissolution is one part of a larger process commonly called the "Winding Up" process. There are things you need to do before you can request approval of Corporation Dissolution from the Massachusetts Secretary of the Commonwealth; and things that you have to do after the MA Secretary of the Commonwealth has approved Dissolution of the Massachusetts Corporation.  What you have to do both before and after the Massachusetts Corporation is Dissolved largely depends on how much stock, if any, has been issued and how much and what kind of debts and liabilities that the Massachusetts Corporation has.  If the Massachusetts Corporation has not commenced business then the MA Corporation Dissolution process is easier. What do I have to do before I Dissolve a Massachusetts Corporation? Things you need to do before you Dissolve a Massachusetts Corporation.   1. Hold a Directors meeting and record a resolution to Dissolve the Massachusetts Corporation   2. Hold a Shareholder meeting to approve Dissolution of the Massachusetts Corporation   3. File all required Annual Reports with the Massachusetts Secretary of the Commonwealth   4. Clear up any business debt   5. Pay all taxes and administrative fees owed by the Massachusetts Corporation more... less... 1. Hold a Board of Directors meeting and record a resolution to Dissolve the Massachusetts Corporation If a Board of Directors has been appointed for the Massachusetts Corporation then the Board is required to adopt a resolution to Dissolve the MA Corporation. Minutes of the meeting must be recorded and retained in the business records. If the Board of Direcrtors has not been appointed then the Incorporator(s) have to apply for Dissolution of the Massachusetts Corporation. We can transcribe and compile minutes or approvals into a form that is legally recognized by the Massachusetts Secretary of the Commonwealth. 2. Hold a Shareholder meeting to approve Dissolution of the Massachusetts Corporation If a Massachusetts Corporation has issued shares of stock then a majority of Corporate Shareholders must approve the Dissolution plan. The approval actions should be documented and kept in the business records. If no shares have been issued then the Massachusetts Corporation Dissolution process is easier. If necessary, we can transcribe and compile minutes into a form that is legally recognized by the Massachusetts Secretary of the Commonwealth. 3. File all required Annual Reports with the Massachusetts Secretary of the Commonwealth The Massachusetts Secretary of the Commonwealth will not approve the Dissolution of a MA Corporation until all required reports have been filed. We can file any required Annual Report with the MA Secretary of the Commonwealth. 4. Clear up any business debts All creditors of a Massachusetts Corporation should be given notice of the pending Corporation Dissolution. Each creditor should be given a mailing address to which they may submit claims as well as a deadline by which claims may be submitted. While the Massachusetts Secretary of the Commonwealth does not legally require the publication of a Notice of Dissolution of a Massachusetts Corporation, publication is a good way to notify anyone who might have a claim against the Massachusetts Corporation.  Evidence of publication might prove useful down the line if someone makes a claim against the MA Corporation after the Massachusetts Corporation has been dissolved. 5. Pay all taxes and administrative fees owed by the Massachusetts Corporation The Massachusetts Secretary of the Commonwealth will definitely not approve the Dissolution of a Massachusetts Corporation until all outstanding taxes and applicable registration and administrative fees have been paid. less... What do I have to do after I Dissolve a Massachusetts Corporation? Things you have to do after you Incorporate in Massachusetts.   1. Distribute all remaining assets of the Massachusetts Corporation   2. Close all business bank accounts of the Massachusetts Corporation   3. Cancel all local business licenses and permits   4. File Form 966 with the IRS   5. Cancel the IRS account associated with the MA Corporation's Federal Tax ID (EIN) more... less... 1. Distribute all remaining assets of the Massachusetts Corporation If the Massachusetts Corporation has any remaining assets, these may be divided according to the Shareholders' ownership interests in the MA Corporation. All distributions to Corporate Shareholders must be reported to the IRS. 2. Close all business bank accounts of the Massachusetts Corporation If there are any business accounts that have been opened for the Massachusetts Corporation then those accounts must be closed. If Corporate business accounts are left open there may be liability and obligations of the Dissolved Massachusetts Corporation which could lead to legal problems. 3. Cancel all local business licenses and permits of the MA Corporation If the Massachusetts Corporation has obtained any state, regional, county or city business licenses or permits, each of those must be cancelled to avoid any reporting or fiscal obligations of the Massachusetts Corporation. This includes business registration licenses as well as reseller permits. 4. File IRS Form 966 All Dissolved Massachusetts Corporations must file IRS Form 966 with the US Internal Revenue Service. This filing is required within 30 days after the final Dissolution plan is approved. Filing IRS Form 966 lets the Federal Government know that the Massachusetts Corporation has been legally Dissolved so that it may take the appropriate actions. We can prepare IRS Form 966 for you to file. 5. Cancel the IRS account associated with the MA Corporation's Federal Tax ID (EIN) A Federal Tax ID, or Federal Employer Identification Number (EIN), is like the Social Security Number for the Massachusetts Corporation.  Once the IRS links an EIN to a Massachusetts Corporation, that EIN stays with the Massachusetts Corporation even after the Company has been Dissolved by the Massachusetts Secretary of the Commonwealth. When the IRS processes the final tax return for the Massachusetts Corporation, they automatically make the EIN inactive.  However, the account associated with the EIN is not automatically closed.  Closing the account associated with the EIN lessens the likelihood of any problems with the EIN account, or with the IRS, in the future. If you should decide to revivie the Massachusetts Corporation down the line the IRS will reactivate the old EIN for your new Business. Before a Massachusetts Corporation can close an EIN account, it must be in Good Standing with the IRS.  The Massachusetts Corporation must have filed all required tax returns and paid any applicable fees and penalties due to the IRS.  The Massachusetts Corporation cannot close its EIN account until the IRS has received payment for any tax amounts the Company may owe. We can prepare the formal documents which you can sign and submit to the IRS in order to close the account associated with your EIN. How long does it take to Dissolve a Massachusetts Corporation? The time it takes to Dissolve a Massachusetts Corporation varies depending on how long it takes to complete the actions that are required in each specific case - holding meetings, closing accounts, distributing assets, etc. Once the initial actions are completed, the Massachusetts Secretary of the Commonwealth usually takes around 3-5 business days to process the Articles of Voluntary Dissolution.    more... less... The time it takes to Dissolve a Massachusetts Corporation varies depending on how long it takes to complete the actions that are required in each specific case - holding meetings, closing accounts, distributing assets, etc. Once the initial actions are completed, the Massachusetts Secretary of the Commonwealth usually takes around 3-5 business days to process the Articles of Voluntary Dissolution. Processing times for Massachusetts Corporation Dissolution filings vary depending on the work load of the Secretary of the Commonwealth's staff.  We've found that normal processing of Massachusetts Dissolution filings takes the state around 3-5 business days. PLEASE NOTE: WE CANNOT GUARANTEE MASSACHUSETTS SECRETARY OF THE COMMONWEALTH PROCESSING TIMES. We are dependent on, and have no control over, the staff and systems of the Massachusetts Secretary of the Commonwealth . In our experience 3-5 business days is the time it usually takes the Massachusetts Secretary of the Commonwealth to process a Massachusetts Dissolution filing. We get your Massachusetts Corporation Dissolution filing to the MA Secretary of the Commonwealth ASAP. Once it is at the state we have no control over the Massachusetts Dissolution approval process. How much does it cost to Dissolve a Corporation in Massachusetts? The total cost to Dissolve a Massachusetts Corporation varies depending on exactly what is required for each specific MA Dissolution. We charge $249.00 plus any state fees for our Massachusetts Corporation Dissolution services. This includes: Same day processing Transcribe minutes of Board of Directors meeting which proposes Dissolution Transcribe minutes of Shareholders meeting at which Dissolution was approved Prepare and file Articles of Voluntary Dissolution with the Massachusetts Secretary of State Prepare US IRS Form 966 for you to sign and file Prepare documents to cancel Federal EIN account Certified copy of Dissolution filing from MA Secretary of State Priority Mail Delivery of all documents Unlimited Customer Support We also offer these Massachusetts Corporation Dissolution services separately as explained on the right side of this web page. What do I have to do if I want to Dissolve a Foreign Corporation that is tied to a MA Domestic Corporation? If there are Foreign Corporations in states other than Massachusetts that are tied to the Domestic Massachusetts Corporation then each of those Foreign Corporations must be Dissolved before the Massachusetts Corporation is legally Dissolved. Do I have to publish a Notice of Dissolution of the Massachusetts Corporation? There are no state of Massachusetts requirements for the publication of a Notice of Dissolution of a Massachusetts Corporation. While the Massachusetts Secretary of the Commonwealth does not legally require the publication of a Notice of Dissolution of a Massachusetts Corporation, publication is a good way to notify anyone who might have a claim against the Massachusetts Corporation.  Evidence of publication might prove useful down the line if someone makes a claim against the MA Corporation after the Massachusetts Corporation has been dissolved.	MASSACHUSETTS CORPORATION DISSOLUTION SERVICES For $249.00 our Massachusetts Corporation Dissolution Services include: Same day processing explain We will start processing your application for a Massachusetts Corporation Dissolution on the same day that you submit your order.  We get your MA Corporation Dissolution filing to the Massachusetts Secretary of the Commonwealth as fast as possible.  Once they get the application, the MA Secretary of the Commonwealth usually takes 3-5 business days to process a Massachusetts Corporation Dissolution filing. Transcribe minutes of Board of Directors meeting which proposes Dissolution Transcribe minutes of Shareholders meeting at which Dissolution was approved Prepare and file Articles of Voluntary Dissolution with the Massachusetts Secretary of the Commonwealth Prepare US IRS Form 966 for you to sign and file Prepare documents to cancel the Federal EIN account linked to the Massachusetts Corporation Certified copy of Dissolution filing from MA Secretary of the Commonwealth Priority Mail Delivery of all documents Unlimited Customer Support A LA CARTE MASSACHUSETTS DISSOLUTION SERVICES If you don't need our complete Massachusetts Corporation Dissolution package we offer our Dissolution services separately check the box next to any option, price will be calculated automatically Transcribe Board meeting minutes - $75.00   explain If a Board of Directors has been appointed for the Massachusetts Corporation then the Board is required to adopt a resolution to Dissolve the MA Corporation. Minutes of the meeting must be recorded and retained in the business records. We will transcribe the minutes of the Board meeting into a format that is legally acceptable in the state of Massachusetts. We will also compile a formal resolution to Dissolve the Massachusetts Corporation for your records. Transcribe Shareholder meeting minutes - $75.00   explain If a Massachusetts Corporation has issued shares of stock then a majority of Corporate Shareholders must approve the Dissolution plan. The approval actions should be documented and kept in the business records. We will transcribe the minutes of the Shareholder meeting into a format that is legally acceptable in the state of Massachusetts. Prepare and file Articles of Voluntary Dissolution - $75.00   explain As soon as the preliminary Massachusetts Corporation Dissolution actions are completed we will prepare and file the Articles of Voluntary Dissolution with the Massachusetts Secretary of the Commonwealth in the quickest way possible Prepare IRS Form 966 - $65.00   explain All Dissolved Massachusetts Corporations must file IRS Form 966 with the US Internal Revenue Service. This filing is required within 30 days after the final Dissolution plan is approved. Filing IRS Form 966 lets the Federal Government know that the Massachusetts Corporation has been legally Dissolved. We will prepare IRS Form 966 for you to file. Prepare EIN cancellation documents - $65.00   explain A Federal Tax ID, or Federal Employer Identification Number (EIN), is like the Social Security Number for the Massachusetts Corporation.  Once the IRS links an EIN to a Massachusetts Corporation, that EIN stays with the Massachusetts Corporation even after the Company has been Dissolved by the Massachusetts Secretary of the Commonwealth. When the IRS processes the final tax return for the Massachusetts Corporation, they automatically make the EIN inactive.  However, the account associated with the EIN is not automatically closed by the IRS.  Closing the account associated with the EIN lessens the likelihood of any problems with the EIN account - or with the IRS - in the future. We will prepare formal documents to get your Massachusetts Corporation's EIN account closed as quickly as possible. Processing fees $249.00 Massachusetts Dissolution fees $121.00 Optional services $0.00 Total cost $370.00 OUR ADVANTAGE We start processing your Massachusetts Corporation Dissolution order as soon as it arrives. We get your documents to the Massachusetts Secretary of the Commonwealth in the quickest possible way.  We guarantee our work.  If you're not satisfied with our Massachusetts Dissolution services we will refund 100% of your processing fees. We've been helping Corporations legally Dissolve in Massachusetts for over ten years.  Our A+ BBB rating speaks for itself! 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