Withdraw A Foreign Massachusetts LLC Or Corporation

Massachusetts Secretary of the Commonwealth Certificate of Authority Cancellation Requirements & Instructions

LLC registered in Massachusetts:

To withdraw your LLC from Massachusetts you would submit a signed Certificate of Withdrawal and the filing fee to the Massachusetts Secretary of the Commonwealth, Corporations Division (SOC). There is no SOC withdrawal form for LLCs. You have to draft your own certificate based on Massachusetts statutory requirements.

A foreign LLC certificate of withdrawal must include the LLC’s:

Federal ID number
Name, and registered name in Massachusetts
Principal address in the LLCs home state
Principal address in Massachusetts
Name and address of the registered agent
Statement that the LLC is not doing business in Massachusetts, and Statement that all taxes/fees have been paid/provided for

Foreign corporation registered in Massachusetts:

Foreign Massachusetts corporations can just file a Foreign Certificate of Withdrawal with the Massachusetts Secretary of the Commonwealth (SOC). Corporate withdrawal forms are available on the SOC website, but use of SOC forms is not mandatory. Massachusetts SOC does require that the certificate of withdrawal be typewritten. You cannot fill in SOC forms by hand.

SOS filing instructions:

Submit the signed certificate of withdrawal to the Massachusetts SOC by mail, fax, or in person. Mailed or walked-in certificates of withdrawal must have original signatures. If you mail the certificate, specify on the envelope what type of document is enclosed. Also include a personal check, cashier’s check, or money order when you mail a certificate of withdrawal. If you file your documents in person you may also pay in cash. Make checks, etc. payable to the Commonwealth of Massachusetts.

If you want to fax the certificate of withdrawal to the SOC for filing, you will have to visit the website to get a Fax Voucher Coversheet (see link below). From the homepage, click on “fax filing” and then “create fax voucher coversheet.” Complete the form and click “submit.” You will then need to provide your MasterCard, Visa, debit card, or checking account information. There will be a fax filing expedite fee that is based on the amount of the document filing fee. The fax coversheet will calculate the fees for you. Print the fax coversheet, put in on top of the certificate of withdrawal, and fax the documents to the SOC.

Foreign Massachusetts LLC or Corporation Withdrawal FAQ

Do I need a Certificate of Good Standing and/or Tax Compliance from the Department of Revenue to withdraw?

No. You do not need Department of Revenue clearance to withdraw your corporation or foreign LLC in Massachusetts.

The foreign corporation or LLC must certify in the certificate of withdrawal that all known taxes in the Commonwealth of Massachusetts have been paid.

A Massachusetts registered agent resignation may also be necessary.

How much does it cost to cancel an out of state registration with Massachusetts?

There is a $100 filing fee to withdraw your foreign Massachusetts corporation or Limited Liability Company. If you fax file the withdrawal, there is an additional $9 expedite fee.

How long does it take the state to process the withdrawal filing?

If you mail the certificate of withdrawal it will be processed in 3-5 business days. If you drop off documents in person, processing only takes 1-2 business days.

Faxed documents submitted during business hours are usually processed the same business day. It may take up to 48 hours if you fax documents after hours or on a weekend.

What agency do you need to file the certificate of withdrawal with?

Secretary of the Commonwealth

One Ashburton Place, 17th Floor
Boston, MA 02108
Phone: (617) 727-9640
Fax filings: (617) 624-3891
M-F, 8:45-4:00

How long does the registered agent have to accept service of process after a foreign corp or llc has filed a Certificate of Withdrawal of Registration?

The registered agent for a foreign corporation or the resident agent for a foreign LLC does not have to accept service of process for a withdrawn entity. So once the withdrawal is processed, the registered agent no longer has to accept service of process for the corporation or LLC.

What happens if you don’t file a withdrawal and just let your annual report filings go unfiled?

If a foreign corporation or LLC does not file two annual reports in a row, the Massachusetts Secretary of the Commonwealth, Corporations Division will revoke the foreign entity’s authority to do business.

If you just don’t file an annual report, how long before you lose your Certificate of Authority?

If a foreign corporation fails to file two successive annual reports, the Massachusetts SOC will send the entity a notice of revocation. The corporation or LLC then has 90 days after the notice to file the late annual report. If 90 days pass and the foreign entity still has not filed the report, the Massachusetts SOC will administratively revoke the foreign corporation or LLCs authority.

What are the late fees and penalties to re-register if your registration is forfeited?

The Massachusetts SOC allows foreign corporations and LLCs to reinstate after they have been administratively revoked.

LLC: A foreign LLC whose registration was revoked can apply for reinstatement any time. The filing fee for a Foreign LLC Application for Reinstatement Following Administrative Revocation is $100. Foreign LLCs have to file their missed annual reports along with the application for reinstatement. The late reports will each cost $500 to file. A foreign LLC will also need to submit a tax compliance certificate from the Massachusetts Department of Revenue (DOR) and a certificate of good standing from its home state to be reinstated.

Corporation: A foreign corporation whose registration was revoked would file an Application for Reinstatement of Authority to Transact Business. There is a $100 filing fee. Foreign corporations also have to file their missed annual reports from the last 10 years ($150 each, including the late fee). Finally, the corporation will need a certificate of good standing from the Massachusetts DOR and a certificate of good standing from its home state to be reinstated.

How do I get the certificate of good standing/tax compliance to reinstate my foreign corporation or LLC?

The Massachusetts Department of Revenue (DOR) issues Certificates of Good Standing to corporations and Tax Compliance Certificates to other business entities and individuals. Visit the Massachusetts DOR website (see link below) and complete a Request for a Certificate of Good Standing and/or Tax Compliance form.

Online: The best way to get a tax certificate is by completing the Massachusetts DOR’s online application. If you have unfiled returns or unpaid liabilities, the DOR will provide instructions for how to file returns and pay online. If you request the certificate online, and you are in compliance with the DOR, you can print your certificate a few days later or request to have it mailed to you.

Paper form: The second option is to download the Massachusetts Request for a Certificate of Good Standing and/or Tax Compliance form on the DOR website. If you submit the paper application, it can take the Massachusetts DOR 4-6 weeks to process. It takes longer than the online application, but LLCs and LLPs that file partnership tax returns and are not responsible for any other taxes must submit the paper certificate request form.

Mail paper request forms to:

Massachusetts Department of Revenue Customer Service Bureau
Attention: ABCC/Certificate Unit
PO Box 7066
Boston, MA 02204
Or fax to: (617) 887-6262