The process of Legally Closing a Corporation in Massachusetts is called Dissolution.  After a Massachusetts Corporation 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 Corporation is created when the MA Secretary of the Commonwealth approves the Formation Documents - 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 the Commonwealth 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.

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

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

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. 

When a Massachusetts Corporation is originally created, the Organizers may create Bylaws that define how the Corporation will be run.  The Bylaws may include pretty much anything that has to do with running the Corporation, including specific requirements which need to be followed before the Corporation may be Legally Closed.  Before you do anything else, you should review the Bylaws for anything that needs to be done before the Business is Legally Closed.

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.

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.  There should be a majority of Board Members who vote Yes to Legally Close the company.  A formal date on which the Corporation will be closed should be specified.  Minutes of the meeting should be recorded and retained in the business records.  If the Board of Directors has not been appointed then the Incorporator(s) have to apply for Dissolution of the Massachusetts Corporation.
   
   
   We can transcribe and compile any 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 meeting of the Shareholders (owners) must be held and recorded. 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.
   
   
   
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 administrative reports have been filed.
   
   
   We can file any required Annual Reports 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.

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.  Refer to the Corporation Bylaws for specific requirements, if any, for asset distribution.
   
   
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 any 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, 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 Corporation may have.  This includes business registration licenses as well as reseller permits.
   
   
4. File IRS Form 966
   
   
   A Dissolved Massachusetts Corporations may be required to 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 a 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 revive 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.
   
   
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 Incorporation and any Amendments - and all Dissolution douments.

You notify the IRS that your Massachusetts Corporation 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 Corporation 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 Corporation you most likely were assigned a Federal Employer Identification Number (EIN).  Once the IRS links an EIN to a Corporation, that EIN stays with the Corporation even after the Company has been Dissolved.  If you don't plan to reopen your Massachusetts Corporation 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 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.
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 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 Dissolve a Massachusetts Corporation varies depending on exactly what is required for each specific MA Dissolution.  We charge $249 plus any state fees for our Massachusetts Corporation Dissolution services.

We also offer these Massachusetts Corporation Dissolution services separately.

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 can be legally Dissolved.