How to Dissolve a Corporation in Massachusetts

There are several reasons for dissolving a corporation. It could be due to bankruptcy, an internal dispute, among other reasons. 

Suppose you are a business owner and decide to cease your business’s operation. In that case, there are many things that you have to do before your corporation is officially out of business. You don’t just simply stop and then disappear. 

With that said, here are the things you should know when dissolving a corporation in Massachusetts.

What It Means to Dissolve a Massachusetts Corporation

There are some steps a business owner must follow to dissolve his corporation. There may be a few differences between the processes in different states, but most of the steps are similar. Despite the variations of the steps in other states, you must follow the steps below.

  • The first step in dissolving a corporation is to hold a board meeting with all the board members present. They all must be aware of the initiative to dissolve the corporation. 

        Despite the initiative, there must still be a resolution in which most of the board members approve to dissolve the corporation. The shareholders may also need to take part in the voting, but that depends on your organization’s structure. This process must be thoroughly recorded and then stored in the corporate record.

  • After this, proceed to the office of Commonwealth in Massachusetts to file the Articles of Dissolution.
  • Next, you have to complete all of the IRS tax requirements with the State of Massachusetts.
  • After this, all your business licenses and permits must be canceled, and all your business bank accounts must be closed. 
  • Lastly, concerning your employees, vendors, customers, and everyone who has a connection to the company, notify them of the initiative to dissolve the company.

These steps are easy enough to understand, and you should have no trouble going through with each of them. The only step in this process, which causes the most confusion and is the most complex, is the Articles of Dissolution which will be discussed further in the section below.

Dissolving a Massachusetts Corporation by the Board of Directors

As discussed above, the first step of dissolving a corporation is by holding a meeting and informing all board members of the plan to dissolve the company. 

For those corporations in the state of Massachusetts that have initiated business and have already issued shares, they need to file for the Articles of Voluntary Dissolution from the Massachusetts Secretary of Commonwealth. You can either choose the form provided by the state or come up with your own Articles of Voluntary Dissolution by designing one for yourself as it’s not a must to use files provided by the Massachusetts Secretary of Commonwealth.

When filling up this form, you will need to put in some information for the Articles of Dissolution. This includes the following:

  • the name of your corporation
  • the names, addresses, and the positions held by the corporate officers
  • the date of the authorization of the dissolution
  • the addresses and names of the corporate directors
  • the date to which the dissolution was filed
  • the date to which the dissolution will be effective
  • the signature of the representative authorized by the company.

If you file for the Articles of Voluntary Dissolution in the state of Massachusetts, you’ll have to write a check of 100 dollars that is payable to the “Commonwealth of Massachusetts”. You can file the documents in-person or mail the articles of voluntary dissolution and the check to the address:

 Secretary of the Commonwealth

One Ashburton Place, 17th Floor

Boston, MA 02108

It should take the Massachusetts Secretary of Commonwealth 3 to 5 days to complete the dissolution process if you file by mail. However, if you file in-person, it’ll only take 1 to 2 business days.

Dissolving a Massachusetts Corporation by the Incorporators

There are instances wherein a corporation is dissolved before issuing the shares or before any business transaction has ensued. In these cases, it is the incorporator’s responsibility to spearhead the initiative of dissolving the corporation.

For all those corporations in the State of Massachusetts that have not yet issued shares or had any business transaction, you need to file for a specific form which is known as the Articles of Voluntary Dissolution for a Corporation that hasn’t issued shares or started business through the link. This form requires similar information as explained above.   The submission is the same as explained above.

Dissolving a Corporation in Massachusetts: Other Things You Should Know

 

A business in Massachusetts can only file for dissolution if it has submitted all its annual reports from 10 years back. 

You will lose the claim to your business name if your corporation is dissolved after filing for voluntary dissolution. However, you can decide to protect the name of your corporation for 60 days or 1 year (if your corporation was administratively dissolved) by applying for a Name Reservation with the Massachusetts Secretary of Commonwealth.

There are some instances wherein the Massachusetts state will be the one to initiate dissolution. This is known as administrative dissolution or involuntary dissolution. 

This can happen if a corporation or a company refuses or fails to submit its annual reports by the deadline. If you are subjected to involuntary dissolution, you have the option to reinstate your business by applying for reinstatement

Conclusion

Whether you plan on dissolving your corporation, which has already issued shares and has started making business transactions, or a corporation that hasn’t commenced business yet, the process remains the same in the state of Massachusetts. 

The only significant difference is in the form that you need to file. Hopefully, this article has been a great help to you in dissolving your corporation in the State of Massachusetts.