Updated September 3, 2026. Quick answer: a Massachusetts for-profit corporation dissolves by filing Articles of Voluntary Dissolution under M.G.L. c. 156D, § 14.03 for $100, and Massachusetts does not gate the filing on a tax clearance certificate.
The filing, and what Massachusetts calls it
Massachusetts files Articles of Voluntary Dissolution with the Corporations Division of the Secretary of the Commonwealth under M.G.L. c. 156D §§ 14.02 (two-thirds shareholder vote) and 14.03 (content).
The tax clearance question
Massachusetts does not gate the Articles of Voluntary Dissolution on a tax clearance certificate. Massachusetts repealed its prior Commissioner-of-Revenue clearance-certificate requirement in 1992 (St. 1991, c. 529, confirmed in DOR TIR 94-9). The Department of Revenue will still issue a Certificate of Good Standing for Dissolution Purposes on request, but it is no longer a filing prerequisite. What the Corporations Division’s own instructions do require: the corporation must have filed all annual reports owed for the last ten fiscal years. (DOR TIR 94-9, superseding TIR 92-4 (repealing former G.L. c. 156B § 100(d))) That does not erase the corporation’s final tax filings; it just means the Secretary of State’s office is not the one checking for them before accepting the paperwork.
Creditors and the claims window
Massachusetts makes available, but does not require, a formal notice-to-known-and-unknown-creditors procedure, with a 120-day claims-bar window. Optional, under the post-2004 MBCA-style structure. Known-claims deadline is the later of a stated deadline or 120 days from notice; unknown-claims/publication procedure carries a 3-year claims window from publication. (M.G.L. c. 156D §§ 14.06, 14.07)
What the filing costs
The Articles of Voluntary Dissolution carries a $100 filing fee.
What this page does not answer
Dissolving the entity at the state level and closing it out with the IRS are two separate processes. A final federal return, IRS Form 966 in some circumstances, and canceling the EIN are governed by federal law, not by Massachusetts’s corporation statute, and this cluster does not source them. We have the state-filing answer at primary and the federal-closeout answer not at all.
This page sells nothing and links to no filing service. Dissolving a corporation is a filing-desk task with a statutory answer, and the answer is either in the state’s code and the Secretary of State’s own instructions or it is not.
This page covers a for-profit business corporation. If you are closing an LLC in Massachusetts instead, the filing, fee and statute are different: see dissolving an LLC in Massachusetts.
Sources
Every citation on this page is statutory or the Secretary of State’s own official filing instructions. No formation service, no registered-agent marketing page and no aggregator is cited anywhere in this cluster; those are the only publishers of the competing versions.
- M.G.L. c. 156D §§ 14.02, 14.03, 14.06, 14.07: https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter156D/Section14.03
- MA Secretary of the Commonwealth, Corporations filing fees: https://www.sec.state.ma.us/divisions/corporations/general-information/corporations-filing-fees.htm