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Massachusetts · Dissolving an LLC

Dissolving an Massachusetts LLC

Closing a Massachusetts LLC properly means filing Certificate of Cancellation and settling state taxes. Here's the process.

Last verified 2026-11-01 against official Massachusetts sources

Short answer: File Certificate of Cancellation with the Secretary of the Commonwealth, Corporations Division for $100. All back-due $500 annual reports must be paid before reinstatement or clearance is granted.

We've pulled these figures from the Secretary of the Commonwealth, Corporations Division's own pages. If something's changed since our last check, the state's portal wins, so it's worth a quick look before you pay.

How dissolution works in Massachusetts

  1. Get member approval as your operating agreement requires.
  2. Settle debts, file final tax returns and close accounts. All back-due $500 annual reports must be paid before reinstatement or clearance is granted.
  3. File Certificate of Cancellation with the Secretary of the Commonwealth, Corporations Division and pay $100.
  4. Cancel your registered agent service and close your EIN account with the IRS.

How Massachusetts compares

Massachusetts's dissolution filing fee is $100. That's the 5th highest of 48 jurisdictions we track. The national median is $32.5, so Massachusetts runs $67.5 above it.

Massachusetts and nearby states, dissolution filing fee. See all 48 jurisdictions.
StateFeeNational rank (1 = highest)
Massachusetts$1005 of 48
New Hampshire$3522 of 48
Rhode Island$5014 of 48
Connecticut$041 of 48
Vermont$2032 of 48
Maine$7510 of 48

Massachusetts fees that apply here

Source: Secretary of the Commonwealth, Corporations Division, checked November 1, 2026.
FilingState feeNotes
Annual Report$520annual, On or before the anniversary date of the original formation.
Certificate of Cancellation$100

Dissolving an LLC: Massachusetts questions

How do I dissolve an LLC in Massachusetts?

File Certificate of Cancellation with the Secretary of the Commonwealth, Corporations Division ($100). All back-due $500 annual reports must be paid before reinstatement or clearance is granted.

Do I need tax clearance before dissolving in Massachusetts?

All back-due $500 annual reports must be paid before reinstatement or clearance is granted.

What happens if I just stop filing reports instead of dissolving?

The state may administratively dissolve the LLC, but fees, penalties and tax obligations can keep piling up until then. Not specified

How much does it cost to dissolve a Massachusetts LLC?

$100 in state fees, plus any final report or tax amounts owed.

Sources and verification

Last checked against official state sources on . States change fees with little notice, so confirm on the filing portal before you pay. How we verify.

Still being confirmed with the state: ra.self allowed, report.late penalty.