The process of Legally Closing a LLC in Massachusetts is called Dissolution.  After a Massachusetts LLC has been Dissolved, it ceases to be Legally Active in the Massachusetts Secretary of the Commonwealth's records and may no longer Legally conduct business in the state of Massachusetts.

A Massachusetts LLC is created when the MA Secretary of the Commonwealth approves the Formation Documents - 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 the Commonwealth 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.

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 a Massachusetts LLC does not file its required reports or pay its tax obligations, then that MA Limited Liability Company could be responsible for penalties which compound as time goes by.

Unless you Dissolve (Legally Close) your Massachusetts LLC with the Massachusetts Secretary of the Commonwealth that MA Limited Liability Company will be responsible for all recurring fees and penalties until the company has been legally closed.

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.

When a Massachusetts LLC is originally created, the Members (owners) may create a document called an Operating Agreement.  The Operating Agreement may include pretty much anything that has to do with running the LLC, including specific requirements which need to be followed before the LLC may be Legally Closed.  Before you do anything else, you should review the Operating Agreement for anything that needs to be done before the Business is Legally Closed.
What you have to do both before and after the Massachusetts LLC is Dissolved largely depends what kind of debts and liabilities that the Massachusetts LLC has.  If the Massachusetts LLC has not commenced business activities then the MA LLC Dissolution process is easier.

1. Hold a Members meeting and record a resolution to Legally Close the Massachusetts LLC
   
   Massachusetts LLC Dissolution is one part of a larger process commonly called the "Winding Up" process.
   
   A meeting should be held of all Members of the Massachusetts LLC and a vote to Legally Close the Massachusetts Limited Liability Company taken.  There should be a majority of Members who vote Yes to Legally Close the company. A formal date on which the LLC will be closed should be specified.  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 any 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 administrative reports have been filed.
   
   We can file any required Annual Reports with the MA Secretary of the Commonwealth quickly and easily.
   
   
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.

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.  Refer to the Articles of Organization for specific requirements, if any, for asset distribution.  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 bank accounts that have been opened for the Massachusetts LLC then those accounts must be closed.  If any business bank accounts are left open then 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, there may be cancellation requirements associated with those licenses or permits.  Each of those must be cancelled to avoid any reporting or fiscal obligations the Massachusetts LLC may have.  This includes business registration licenses as well as reseller permits.
   
   
4. File IRS Form 966
   
   A dissolved Massachusetts LLC may be required to file IRS Form 966 with the US Internal Revenue Service.  If a Massachusetts LLC is required to file IRS Form 966, that 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 a 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 Legally Closed 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 revive 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.
   
   
6. Keep Records of all Pertinent Business Documents
   
   In order to avoid problems down the line, you should keep copies of all tax filings, contracts and employment records on file as well as Certified Copies of all company documents filed with the Secretary of State.  This includes your Formation Documents - your original Articles of Organization and any Amendments - and all Dissolution douments.

You notify the IRS that your Massachusetts LLC has been Closed on the final tax return that is filed for your Business. 

If you have employees and file taxes quarterly with IRS Form 941, Employers Quarterly Tax Return, check the appropriate box on that form to let the IRS know that your LLC has Closed.  If you file yearly taxes do the same on IRS Form 944, Employers Yearly Tax Return. You should also attach a statement to the return showing the name of the person keeping the payroll records and the address where those records will be retained.

When you opened your Massachusetts LLC you most likely were assigned a Federal Employer Identification Number (EIN).  Once the IRS links an EIN to a LLC, that EIN stays with the LLC even after the Company has been Dissolved.  If you don't plan to reopen your Massachusetts LLC after it has been Closed, you should cancel the EIN account that has been assigned to your Company.

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.

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 as soon as possible after we receive your order.  Once it is at the state we have no control over the Massachusetts Dissolution approval process.

The total cost to Legally Close a Massachusetts LLC varies depending on exactly what is required for each specific MA Dissolution.  We charge $249 plus any state fees for our Massachusetts LLC Dissolution services. This includes:

• Same day processing
• Transcribe minutes of Members meeting which approves Closing the Company
• Prepare and file the Certificate of Cancellation with the Massachusetts Secretary of the Commonwealth
• 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 the Commonwealth
• Priority Mail Delivery of all documents
• Unlimited Customer Support

We also offer these Massachusetts LLC Dissolution services separately as explained below.

If there are Foreign Limited Liability Companies 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 can be legally Dissolved.

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.

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.