A Massachusetts LLC is closed by winding up its affairs and filing a certificate of cancellation with the Secretary for $100 (c. 156C, § 14). The certificate states the LLC's name, the date its certificate of organization was filed, the reason for cancelling and the effective date. A corporation files articles of dissolution for $100 (c. 156D, § 14.03).
M.G.L. c. 156C, § 14Massachusetts Secretary of the Commonwealth, Corporations DivisionMassachusetts 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.
When to cancel
After dissolution and completion of winding up, when there are no members, or after a merger where the LLC does not survive (c. 156C, § 14).
M.G.L. c. 156C, § 14Contents
Name, filing date of the certificate of organization, reason for cancellation, effective date if not on filing.
M.G.L. c. 156C, § 14Fee
$100 for an LLC certificate of cancellation; $100 for corporate articles of dissolution.
Massachusetts Secretary of the Commonwealth, Corporations DivisionForeign companies
A foreign LLC files a withdrawal or cancellation for $100; a foreign corporation a certificate of withdrawal for $100.
Massachusetts Secretary of the Commonwealth, Corporations DivisionNot the same as lapse
Stopping annual reports does not close a company; it leads to administrative dissolution, and the company still must wind up (c. 156C, § 70).
M.G.L. c. 156C, § 70What to have ready
- Vote to dissolve under the operating agreement
- Notify creditors and pay debts
- Close tax accounts with DOR
- Distribute remaining assets
- File the certificate of cancellation
- Close the bank account
How to Close a Massachusetts LLC: Certificate of Cancellation ($100) and Winding Up
How to Close a Massachusetts LLC: Certificate of Cancellation ($100) and Winding Up
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Winding up before filing
Collect receivables, sell or distribute assets, pay or reserve for debts and taxes, and close payroll and sales tax accounts with DOR. The certificate of cancellation says winding up is complete, so do it first.
Source: malegislature.gov
Choosing the effective date
The certificate can be effective on filing or on a date certain (c. 156C, § 14). A month-end or year-end date often lines up with the final tax return.
Source: malegislature.gov
Corporations
A corporation files articles of dissolution for $100 and is dissolved on their effective date (c. 156D, § 14.03), then continues only to wind up. Revocation of dissolution is possible for $100 if the board changes course.
Source: www.sec.state.ma.us
Local loose ends
File a statement of discontinuance for any business certificate with the city or town clerk, cancel local permits, and tell your agent. A foreign registration is ended separately with a $100 withdrawal.
Source: www.sec.state.ma.us
Cancellation versus letting it lapse
Some owners stop filing and wait for the state to dissolve the LLC. That takes two years of missed $500 reports, a 90-day notice and an administrative dissolution order, and the company's name stays on the record as dissolved for cause (c. 156C, § 70). A $100 certificate of cancellation ends the LLC on a date you choose and leaves a clean record.
Source: malegislature.gov
Tax accounts to close
Close sales tax and withholding accounts with the Department of Revenue, file the final federal and Massachusetts returns marked final, and keep records for later audits. The Division filing ends the LLC's legal existence; it does not close tax accounts for you.
Source: malegislature.gov
Massachusetts law and Corporations Division rules behind this.
| Topic | Massachusetts rule | Where it comes from |
|---|---|---|
| When to cancel | After dissolution and completion of winding up, when there are no members, or after a merger where the LLC does not survive (c. 156C, § 14). | M.G.L. c. 156C, § 14 |
| Contents | Name, filing date of the certificate of organization, reason for cancellation, effective date if not on filing. | M.G.L. c. 156C, § 14 |
| Fee | $100 for an LLC certificate of cancellation; $100 for corporate articles of dissolution. | Massachusetts Secretary of the Commonwealth, Corporations Division |
| Foreign companies | A foreign LLC files a withdrawal or cancellation for $100; a foreign corporation a certificate of withdrawal for $100. | Massachusetts Secretary of the Commonwealth, Corporations Division |
| Not the same as lapse | Stopping annual reports does not close a company; it leads to administrative dissolution, and the company still must wind up (c. 156C, § 70). | M.G.L. c. 156C, § 70 |
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
We check the record and include any missing report in your quote so the filing is accepted.
Massachusetts Secretary of the Commonwealth, Corporations DivisionYes. The certificate may state a date certain for cancellation.
M.G.L. c. 156C, § 14File a statement of discontinuance with the city or town clerk.
M.G.L. c. 110, § 5Yes. 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