Updated August 12, 2026. Quick answer. To dissolve an LLC in Massachusetts you file the Certificate of Cancellation, and it can be filed online or on paper. Fee: $100 by mail or hand delivery; $110 ($100 + $10 expedite fee) if filed by fax or electronically. Massachusetts requires no tax-clearance certificate to accept the filing. Until that filing is accepted the LLC still legally exists — and whatever Massachusetts charges an LLC each year keeps accruing against it.
What you file in Massachusetts, and what it costs
| Item | Detail |
|---|---|
| Filing | Certificate of Cancellation (no form number), filed with the Secretary of the Commonwealth, Corporations Division, under M.G.L. c. 156C, § 14. One-step filing: cancellation of the certificate of organization ‘upon the dissolution and the completion of winding up.’ |
| Fee | $100 by mail or hand delivery; $110 ($100 + $10 expedite fee) if filed by fax or electronically |
| How you can file | both — Mail, hand delivery, fax, or electronic filing with the Corporations Division (fee schedule lists all channels; fax/electronic carry the $10 expedite fee). |
| Tax clearance | not required |
| Statute | M.G.L. c. 156C, § 14 (cancellation of certificate of organization); §§ 43–45 (dissolution and winding up); § 70 (administrative dissolution). Implementing regulation: 950 CMR 112.00. |
Statutory content requirements (§ 14): LLC name, date of filing of certificate of organization, reason for filing, effective date if delayed, any other information the filer determines. The Corporations Division fee schedule notes the LLC ‘Must be in Good Standing prior to Cancellation’ and to follow 950 CMR 112.00 for paper filings — i.e., all $500 annual reports must be current before the cancellation will be accepted.
On the fee. From the Secretary of the Commonwealth Corporation Division Fee Schedule (updated 3/14/22), LLC Domestic and Professional ‘END — Certificate of Cancellation’ row: $100.00 mail/hand; $100.00 plus $10.00 expedite fee for fax and electronic filings. Cheapest standard route is $100 by mail.
Tax clearance in Massachusetts
No tax-clearance certificate is required to file in Massachusetts. That is not the same as owing nothing — it means the state will accept the filing without a revenue-agency sign-off first.
Negative verified from the statutory text: M.G.L. c. 156C, § 14 (read in full on malegislature.gov) contains no tax-payment statement or DOR clearance requirement for a domestic LLC cancellation (unlike the foreign-LLC withdrawal context). No DOR pre-clearance certificate is a condition of filing; the SOS-level condition is good standing with the SOS itself (annual reports current, per fee schedule note).
Do not just walk away
Closing the business is not closing the entity. Under M.G.L. c. 156C, § 70, the state secretary may administratively dissolve an LLC that ‘has failed for 2 consecutive years to comply with the laws requiring the filing of annual reports’ (or that he is satisfied is inactive); the SOS gives notice and the LLC has 90 days to correct each ground before administrative dissolution. An administratively dissolved LLC continues in existence but may not carry on business except to wind up. Cost of walking away: the $500/yr annual report obligation accrues, and reinstatement (Application for Reinstatement Following Administrative Dissolution, $100) requires all delinquent annual reports be filed first (fee schedule note: ‘All Annual Reports must be filed prior to filing Reinstatement’).
Statutory trigger and 90-day cure quoted/tracked from § 70 (malegislature.gov). Massachusetts’s $500/yr LLC annual report is among the highest in the country, so multi-year abandonment gets expensive if the entity ever needs to be revived. Massachusetts state sources do not state personal-liability consequences for members from mere administrative dissolution.
Closing the tax accounts
Close all DOR tax registrations via MassTaxConnect (‘Close Tax Account’ for each tax type) or Form AI-1; file final returns up to the close date (final sales tax return if the LLC collected sales tax, final withholding, etc.). All filings must be completed through the closing date to avoid future assessments.
Per Mass.gov ‘Closing Your Massachusetts Business Registration’ (mass.gov/info-details/closing-your-massachusetts-business-registration). DOR contact if unable to use MassTaxConnect: 617-887-6367 / 800-392-6089.
Before you file
- The order the steps go in — internal decision, creditors and distributions, the state filing, the final returns, then the registrations you are still paying for.
- What an LLC costs to keep alive in Massachusetts — the bill that keeps running until this filing lands.
- What dissolution costs in all 51 jurisdictions — the fee, the filing route and the tax-clearance flag, side by side.
- What happens if you simply stop filing — administrative dissolution is the walk-away trap happening to you rather than by you.
We do not form or dissolve LLCs, sell filing services, or take a commission from anyone who does. No advertising appears on this page and we earn nothing from it.
Sources and limits
M.G.L. c. 156C, § 14 (cancellation of certificate of organization); §§ 43–45 (dissolution and winding up); § 70 (administrative dissolution). Implementing regulation: 950 CMR 112.00.. Fee, form and procedure read 2026-08-10 from the statute source.
Research note. Fee verified from the SOS’s own fee schedule PDF (sec.state.ma.us/divisions/corporations/download/Fee_Schedule.pdf, updated 3/14/22, read in full); statute verified on the legislature’s own site. Fee schedule is dated 2022 — it remains the current posted schedule on sec.state.ma.us as of retrieval, but the $100 figure should be re-checked against the live schedule before publishing a dollar-precise page.
Honest gap. This page covers the state filing that ends the entity, its fee and its tax-clearance condition. It does not cover creditor claims against a dissolved LLC, disputes between members, the tax treatment of a final distribution, reinstatement after an administrative dissolution, or withdrawal from any other state you registered in — each of those has its own rules. General information, not legal or tax advice. See methodology and corrections.