How to dissolve an LLC in Massachusetts

Step 1: Agree to dissolve

Follow the LLC's operating agreement: most say what vote closes the company. Without one, Massachusetts' default rules decide, which usually means the members' consent. Write the decision down, signed by the members or managers, and keep it with the company's records; Massachusetts doesn't ask you to file it.

Step 2: Wind up the business

Winding up is the time between the decision and the final filing, when the LLC does only what closing requires:

• finish or hand off its contracts and stop taking new work;
• tell creditors, collect what customers owe, and pay its debts or set money aside for them;
• sell or distribute its property, then pay what's left to the members as the operating agreement says;
• cancel its licenses, permits and any business certificate (dba) filings, and close its bank accounts last.

Before Massachusetts accepts the filing: All annual reports must be filed and all fees paid first (950 CMR 112.19).

Step 3: File final tax returns

Massachusetts doesn't ask for a tax clearance certificate with the filing, but the LLC still files its final returns and closes its state tax accounts, such as sales tax and payroll withholding, with the revenue department.

On the federal side, a multi-member LLC files a final Form 1065 (check the final return box), a single-member LLC reports its last year on the owner's return, and an LLC with employees files final payroll returns. The IRS doesn't cancel an EIN, but it will close the LLC's account if you write to it.

Step 4: File the Certificate of Cancellation with the Massachusetts Secretary of the Commonwealth

What to file: Certificate of Cancellation. File online through the Corporations Division's filing system, or by mail.

File online, or open the form or its instructions.

The certificate gives the LLC's federal employer identification number, its name, the date it was organized, the reason for cancelling and any later effective date.

Step 5: Keep the records

Keep the filed Certificate of Cancellation, the members' decision, the final returns and the records of what was paid and distributed. Tax records are usually kept for several years, and the filed document is what shows a bank, a landlord or a court that the LLC closed. On our sister site, the Massachusetts company records show each company's status as the state's register lists it.

If you just stop filing

An LLC that stops filing its recurring report isn't closed: Massachusetts eventually ends it administratively, but until then fees, penalties and any state tax keep adding up, and an administratively dissolved LLC can usually be reinstated, debts included. Filing the Certificate of Cancellation closes it on your terms and on the record. Massachusetts' recurring filing, for reference: $500 each year.

Sources

• 950 cmr 112 limited liability companies, sec.state.ma.us
• Corporations filing fees, sec.state.ma.us
• Corporations limited liability company, sec.state.ma.us

Read from the Massachusetts Secretary of the Commonwealth's own pages and forms on October 10, 2026.