If you no longer want to do business with your LLC, you must formally dissolve it. Failure to do so on time may result in tax bills and fines, as well as legal difficulties.
Simply follow these three procedures to dissolve an LLC in Massachusetts:
Table of Contents
Observe the Operating Agreement
Close your company’s tax accounts and file articles of dissolution.
Step 1: Comply with the terms of your Massachusetts LLC Operating Agreement.
The methods for dissolving an LLC are usually defined in the operating agreement. The following are some frequent disintegration steps:
Holding an election among LLC members to dissolve the LLC
Including the dissolution vote in the meeting minutes of the LLC
Choosing the official date of dissolution
Asset distribution in an LLC
Notifying creditors and resolving any commercial debts
If your LLC’s operating agreement does not include any dissolution processes, you should contact the state for further information.
Step 2: Close Your Commercial Tax Accounts
Every current Massachusetts LLC has a number of tax accounts that are managed by several offices of the Massachusetts State government. You must first pay off any taxes and/or penalties due to these accounts before you may dissolve your LLC.
Here are some of the most typical taxes that your LLC may have to pay:
If you have or have had Massachusetts employees:
Unemployment Insurance Contribution
Withholding Tax on Employees
If your limited liability company offers or has sold taxable goods or services in Massachusetts:
Sales and Use Taxes
Typically, closing your tax accounts is merely submitting a final return with the relevant agency. Some accounts, however, need the submission of additional formal documentation. If you need help closing your tax accounts, you may consider hiring a Certified Public Accountant.
Step 3: Submit the Articles of Dissolution.
Articles of Dissolution, also known as Certificates of Cancellation in Massachusetts, are the documents you use to voluntarily dissolve your LLC. Your LLC will cease to exist after this form has been submitted and processed.
Business owners in Massachusetts must submit their Certificate of Cancellation by mail, fax, or in-person.
