Massachusetts Foreign Registration / Withdrawing
Closing out a foreign LLC's Massachusetts registration
A foreign LLC finishing its Massachusetts business files a Certificate of Withdrawal for $100, signed and sworn to by an authorized person, and the LLC has to be in good standing before it files. Leaving does not stop claims from the LLC's working period being served through the secretary of state.
The withdrawal at a glance
- Filing
- Certificate of Withdrawal
- Statute
- G.L. c. 156C, section 53
- Fee
- $100
- Signer
- an authorized person, signed and sworn
- Before filing
- Good standing, so every annual report is on file
- Related certificate
- $25 for a special certificate
The five statements
The certificate has 5 statements. It names the LLC and any other name it used here, says where its principal office is, says where its Massachusetts office is and who its resident agent is, states that the LLC is no longer working in the commonwealth, and states that every tax and fee owed to the commonwealth has been paid or provided for.
Withdrawal or cancellation?
The statute offers two routes. Cancellation follows the rules for a Massachusetts LLC and adds a statement that taxes and fees are paid or provided for, or that the LLC has no assets. Withdrawal is the route built for an LLC that continues to exist elsewhere. Each costs $100. An LLC that continues elsewhere and simply stops working here withdraws.
Good standing comes first
Good standing is a precondition of cancelling or withdrawing. In practice every annual report must be on file, since a missed one stands between the LLC and good standing. Two skipped reports would add $1,000 to the cost of leaving.
The tax statement
The last statement is a promise that taxes and fees are paid or provided for. Whether they are is a question for your accountant, and the oath makes the statement the signer's own. If the LLC is closing a Massachusetts payroll account or a sales tax account, close those first.
What the state secretary does
The state secretary examines the certificate and endorses approval if it complies with the section. On approval the certificate is deemed filed.
Service of process after you leave
An LLC that has withdrawn can still be served through the state secretary if the action involves a liability alleged to have been incurred while it did business in the commonwealth. The secretary mails the process to the LLC's last known principal office and keeps a record of the date of service. Keep that principal office address current.
Withdrawing from Massachusetts
File every annual report
Good standing comes first.
Settle taxes and fees
Pay them, or provide for them.
Complete the certificate
The five statements, signed and sworn.
File with the Corporations Division
$100.
Order a special certificate if needed
$25, to show the withdrawal.
Withdraw or keep the registration?
An LLC expecting to return within a year or two should weigh the cost. Keeping the registration costs $500 a year. Withdrawing and returning costs $100 and then $500 again, plus a fresh certificate. Any stretch in which the LLC works here unregistered is open to the fine.
If the registration was revoked first
An LLC whose registration was administratively revoked applies for reinstatement for $100, after filing every missing annual report, and with a home certificate issued within the last 90 days. A reinstated LLC that wants to be done with Massachusetts then withdraws. See the fine page for what lapsed registration risks.
Timing against the annual report
The annual report is due on or before the anniversary of registration, so the best time to withdraw is shortly before an anniversary, once the LLC has stopped working here. Withdrawing the week after an anniversary means the LLC has just paid $500 for a year it will not use. Withdrawing the week before saves the next one. If the work ends on the 20th and the anniversary is on the 28th, file the report and the withdrawal together.
Corporations apply instead
A foreign corporation applies for withdrawal and needs the secretary of state's consent. Its application reports that it has stopped transacting business here, ends its agent's authority, designates the secretary of state for service, gives a mailing address and certifies that known taxes are paid or provided for. The certificate of withdrawal costs $100. See the corporation page.
Records to keep afterwards
Keep the filed certificate, proof of the tax payments or arrangements behind the fifth statement, and the last annual report. Claims from the time the LLC did business here can still be served through the state secretary, so keep the dates of activity.
Withdrawal questions
How much does withdrawing cost?
$100.
Does withdrawing end lawsuits?
No. The state secretary remains the agent for claims from the time the LLC did business here.
Do I file the annual report first?
Yes. The LLC must be in good standing before it withdraws.
Our fee and the Commonwealth's
Start my Massachusetts registration
$199
+ $500 state fee
The Commonwealth's $500 is itemized on its own when you pay. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
- The foreign LLC application for registration, completed from your answers
- The certificate from your home state, checked against the ninety-day limit before anything is sent
- A Massachusetts resident agent: ours, or one you already use
- Filing with the Corporations Division and the record sent back to you
- Renewal: after the first year, the agent service renews at $149 a year
Sources
- Massachusetts 950 CMR 112.29, LLC fees
- Massachusetts Corporations Division, filing fees
- Massachusetts Corporations Division, fee schedule
- G.L. c. 156C, 53, cancellation and withdrawal
- G.L. c. 156C, 48, registration of a foreign LLC
- Massachusetts G.L. c. 156C, section 54, failure to register
- G.L. c. 156D, 15.20, withdrawal of a foreign corporation
Working in Massachusetts?
Tell us when work starts and we prepare your application.