The Secretary of the Commonwealth may administratively dissolve a Massachusetts LLC that fails to file annual reports for two consecutive years, after 90 days' notice (c. 156C, § 70). Corporations face the same two-year trigger for missed reports or unpaid corporate excise (c. 156D, §§ 14.20, 14.21). Reinstatement costs $100 plus the missing reports, and corporations also need a Department of Revenue certificate.
M.G.L. c. 156C, § 70M.G.L. c. 156D, § 14.20M.G.L. c. 156D, § 14.21M.G.L. c. 156C, § 71Massachusetts General Laws chapters 156C, 156D, 180 and 110 and the Corporations Division Filing Fees page reviewed November 11, 2026. Confirm current fees with the Secretary of the Commonwealth before filing.
Heads up: we are an independent company that prepares and submits Massachusetts filings for owners. We are not the Secretary of the Commonwealth or its Corporations Division, and we do not give legal advice. Every state charge passes through at the exact amount billed, shown separately from our service fee.
- Filed with the Massachusetts Corporations Division
- We track your Massachusetts annual report
- Cited to M.G.L. chapters 156C and 156D
- Talk to a filer: (386) 465-3937
The forks in the road.
LLC trigger
Failing for two consecutive years to file annual reports, or the Secretary finding the LLC inactive with dissolution in the public interest (c. 156C, § 70).
M.G.L. c. 156C, § 70Corporation trigger
Two or more consecutive years of missed reports, or unfiled or unpaid taxes under chapters 62C or 63 (c. 156D, § 14.20).
M.G.L. c. 156D, § 14.20Notice
The Secretary sends notice and the company has 90 days to cure before dissolution (c. 156D, § 14.21).
M.G.L. c. 156D, § 14.21LLC reinstatement
$100 plus missing reports, at any time after dissolution (c. 156C, § 71).
M.G.L. c. 156C, § 71Corporate reinstatement
$100 plus missing reports, with a Department of Revenue certificate that corporate excise taxes are paid (c. 156D, § 14.22).
M.G.L. c. 156D, § 14.22What to have ready
- Check the company's status on the Division's records
- Count missing annual reports
- For corporations, confirm tax filings with DOR
- Collect current officer and manager details
- Budget $100 plus reports
- File reinstatement with the reports
Massachusetts Administrative Dissolution: The Two-Year Rule, the 90-Day Notice and Reinstatement
Massachusetts Administrative Dissolution: The Two-Year Rule, the 90-Day Notice and Reinstatement
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How the process starts
The Secretary identifies companies that have missed annual reports for two consecutive years, or corporations reported by the Department of Revenue for unfiled returns or unpaid taxes, and sends notice. The company then has 90 days to cure. If it does not, the Secretary dissolves it administratively and the company may only wind up its affairs.
Source: malegislature.gov
Fixing it before dissolution
Inside the 90 days, file every missing report and, for corporations, resolve the DOR issue. That is cheaper than reinstatement because there is no $100 reinstatement filing. Check the record afterward to make sure the notice was cleared.
Source: malegislature.gov
Reinstatement for LLCs
An LLC can apply for reinstatement at any time after administrative dissolution (c. 156C, § 71). Plan on $100 plus each missing $500 report. Two missed years means $1,100 to the state.
Source: malegislature.gov
Reinstatement for corporations
A corporation's application must include a certificate from the Commissioner of Revenue that its corporate excise is paid (c. 156D, § 14.22). That makes the tax side the first step. The state filing then costs $100 plus the missing reports.
Source: malegislature.gov
Check status once a year
Search your company in the Division's records once a year, ideally right after your report is due. A status other than active means something was missed, and fixing it early costs one late report instead of a reinstatement.
Source: www.sec.state.ma.us
Massachusetts law and Corporations Division rules behind this.
| Topic | Massachusetts rule | Where it comes from |
|---|---|---|
| LLC trigger | Failing for two consecutive years to file annual reports, or the Secretary finding the LLC inactive with dissolution in the public interest (c. 156C, § 70). | M.G.L. c. 156C, § 70 |
| Corporation trigger | Two or more consecutive years of missed reports, or unfiled or unpaid taxes under chapters 62C or 63 (c. 156D, § 14.20). | M.G.L. c. 156D, § 14.20 |
| Notice | The Secretary sends notice and the company has 90 days to cure before dissolution (c. 156D, § 14.21). | M.G.L. c. 156D, § 14.21 |
| LLC reinstatement | $100 plus missing reports, at any time after dissolution (c. 156C, § 71). | M.G.L. c. 156C, § 71 |
| Corporate reinstatement | $100 plus missing reports, with a Department of Revenue certificate that corporate excise taxes are paid (c. 156D, § 14.22). | M.G.L. c. 156D, § 14.22 |
Related Massachusetts reading.
Heads up: we are an independent company that prepares and submits Massachusetts filings for owners. We are not the Secretary of the Commonwealth or its Corporations Division, and we do not give legal advice. Every state charge passes through at the exact amount billed, shown separately from our service fee.
What Massachusetts owners ask us
A dissolved company may only wind up its affairs. Reinstate before signing new contracts.
M.G.L. c. 156C, § 70Chapter 156C, § 71 allows an application at any time after administrative dissolution.
M.G.L. c. 156C, § 71The statute requires a certificate that corporate excise taxes are paid before reinstatement.
M.G.L. c. 156D, § 14.22Yes. Corp USA prepares and submits your Massachusetts filing with the Corporations Division for you. The state fee is passed through at cost and our service fee is shown separately at checkout, so you never have to work through the state's filing system yourself.
Massachusetts Secretary of the Commonwealth, Corporations Division