What is Massachusetts LLC Dissolution? |
|
A Massachusetts LLC is created when the MA Secretary of the Commonwealth approves the Articles of Organization.
A record of the Massachusetts LLC is added to the list of LLCs which have officially registered with
the Massachusetts Secretary of the Commonwealth.
Once a LLC is registered with the Massachusetts Secretary of the Commonwealth, that LLC immediately has both reporting and tax
obligations which incur penalties if the obligations are not met by the required deadlines.
more...
|
less...
A Massachusetts LLC is created when the MA Secretary of the Commonwealth approves the Articles of Organization.
A record of the Massachusetts LLC is added to the list of LLCs which have officially registered with
the Massachusetts Secretary of the Commonwealth.
Once a LLC is registered with the Massachusetts Secretary of the Commonwealth, that LLC 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 LLC 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 LLC 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 LLC, that Massachusetts LLC is said to be
Dissolved.
The process of Dissolving a Massachusetts LLC is called Massachusetts LLC Dissolution.
|
Why do I need to Dissolve a Massachusetts LLC? |
As soon as a Massachusetts LLC is registered with the MA Secretary of the Commonwealth, that LLC is responsible for
recurring obligations of the Massachusetts Secretary of the Commonwealth and the Massachusetts Department of Revenue.
If the Massachusetts LLC does not file reports or pay taxes then that MA Limited Liability Company could be responsible for
penalties which go up as time goes by.
Unless you Dissolve your Massachusetts LLC with the Massachusetts Secretary of the Commonwealth that MA Limited Liability Company will be responsible for
all recurring fees and penalties.
|
What do I have to do to Dissolve a Massachusetts LLC? |
|
Massachusetts LLC Dissolution is one part of a larger process commonly called the "Winding Up" process.
more...
|
less...
Massachusetts LLC 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 LLC 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 LLC.
What you have to do both before and after the Massachusetts LLC is Dissolved largely depends on if the Massachusetts LLC has commenced business
and how many assets, debts and liabilities, if any, that the MA Limited Liabilty Company has.
If the Massachusetts LLC has not commenced business then the MA Limited Liability Company Dissolution process is easier.
|
What do I have to do before I Dissolve a Massachusetts LLC? |
Things you need to do before you Dissolve a Massachusetts LLC.
1. Hold a Members meeting and record a resolution to Dissolve the Massachusetts LLC
2. File all required Annual Reports with the Massachusetts Secretary of the Commonwealth
3. Clear up any business debt
4. Pay all taxes and administrative fees owed by the Massachusetts LLC
more...
|
less...
|
|
1. Hold a Members meeting and record a resolution to Dissolve the Massachusetts LLC
|
If the Massachusetts LLC has any Members then a meeting should be held and a vote to Dissolve the Massachusetts Limited Liability Company taken.
Minutes of the meeting should be recorded and retained in the business records.
If the Massachusetts LLC does not have any Members then the Organizer(s) have to apply for Dissolution of the Massachusetts LLC.
- We can transcribe and compile minutes or approvals into a form that is legally recognized by the Massachusetts Secretary of the Commonwealth.
|
|
2. 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 LLC until all required
reports have been filed.
- We can file any required Annual Report with the MA Secretary of the Commonwealth.
|
|
3. Clear up any business debts
|
|
All creditors of a Massachusetts LLC should be given notice of the pending LLC 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.
|
|
4. Pay all taxes and administrative fees owed by the Massachusetts LLC
|
|
The Massachusetts Secretary of the Commonwealth will definitely not approve the Dissolution of a Massachusetts LLC 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 LLC? |
Things you have to do after you Incorporate in Massachusetts.
1. Distribute all remaining assets of the Massachusetts LLC
2. Close all business bank accounts of the Massachusetts LLC
3. Cancel all local business licenses and permits
4. File Form 966 with the IRS
5. Cancel the IRS account associated with the MA LLC's Federal Tax ID (EIN)
more...
|
less...
|
|
1. Distribute all remaining assets of the Massachusetts LLC
|
|
If the Massachusetts LLC has any remaining assets, these may be divided according to the Members' ownership interests
in the MA Limited Liability Company.
All distributions to LLC Members must be reported to the IRS.
|
|
2. Close all business bank accounts of the Massachusetts LLC
|
|
If there are any business accounts that have been opened for the Massachusetts LLC then those accounts must be closed.
If Company Business accounts are left open there may be liability and obligations of the Dissolved Massachusetts LLC which could
lead to legal problems down the line.
|
|
3. Cancel all local business licenses and permits of the MA LLC
|
|
If the Massachusetts LLC 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 LLC.
This includes business registration licenses as well as reseller permits.
|
|
4. File IRS Form 966
|
Most Dissolved Massachusetts LLCs must file IRS Form 966 with the US Internal Revenue Service.
If a Massachusetts LLC is required to file IRS Form 966, the 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 LLC 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 LLC's Federal Tax ID (EIN)
|
A Federal Tax ID, or Federal Employer Identification Number (EIN), is like the Social Security Number for the Massachusetts LLC.
Once the IRS links an EIN to a Massachusetts LLC, that EIN stays with the Massachusetts LLC 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 LLC, 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 LLC down the line then the IRS will reactivate the old EIN for your new Business.
Before a Massachusetts LLC can close an EIN account, it must be in Good Standing with the IRS.
The Massachusetts LLC must have filed all required tax returns and paid any applicable fees and penalties due to the IRS.
The Massachusetts LLC 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 LLC? |
The time it takes to Dissolve a Massachusetts LLC 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 Certificate of Cancellation.
more...
|
less...
|
The time it takes to Dissolve a Massachusetts LLC 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 Certificate of Cancellation.
Processing times for Massachusetts LLC 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 LLC 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 LLC in Massachusetts? |
The total cost to Dissolve a Massachusetts LLC varies depending on exactly what is required for each specific
MA Dissolution.
We charge $224.00 plus any state fees for our Massachusetts LLC Dissolution services. This includes:
- Same day processing
- Transcribe minutes of Members meeting which proposes Dissolution
- Prepare and file Certificate of Cancellation 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 LLC 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 LLC that is tied to a MA Domestic LLC? |
|
If there are Foreign LLCs in states other than Massachusetts that are tied to the Domestic Massachusetts LLC then
each of those Foreign LLCs must be Dissolved before the Massachusetts LLC is legally Dissolved.
|
How long before someone can use my LLC name in Massachusetts after I Dissolve? |
|
A MA Limited Liability company name becomes available for anyone to use when the Massachusetts LLC is Dissolved by the Massachusetts Secretary of the Commonwealth.
There are no LLC company name protections in Massachusetts once a Massachusetts LLC has been Dissolved by the Massachusetts Secretary of the Commonwealth.
|
Do I have to publish a Notice of Dissolution of the Massachusetts LLC? |
There are no state of Massachusetts requirements for the publication of a Notice of Dissolution of a Massachusetts LLC.
While the Massachusetts Secretary of the Commonwealth does not legally require the publication of a Notice of Dissolution of a Massachusetts LLC, publication is
a good way to notify anyone who might have a claim against the Massachusetts LLC.
Evidence of publication might prove useful down the line if someone makes a claim against the MA Limited Liability Company after
the Massachusetts LLC has been dissolved.
|