Massachusetts Amendments, Cancellation and Dissolution

Common Massachusetts amendments

Name changes, adding or removing managers, and changing the general character of the business are the usual LLC amendments, at $100 each. For a corporation, articles of amendment are $100 minimum, plus $100 per 100,000 shares if the amendment increases authorized shares.

Changing officers, directors or the principal office of a corporation is not an amendment; it goes on a statement of change, free online.

Source: www.sec.state.ma.us

Closing the right way

Wind up first: collect assets, pay or provide for debts, distribute what remains. Then the LLC files a certificate of cancellation for $100 stating the reason and the effective date (c. 156C, § 14). A corporation files articles of dissolution for $100 (c. 156D, § 14.03).

Stopping the annual reports is not a substitute. The company stays on the record, out of good standing, until the Secretary dissolves it, and its obligations do not go away.

Source: malegislature.gov

Adding authorized shares

A corporation that increases authorized shares pays $100 per 100,000 shares added, with a $100 minimum for the amendment. Going from 275,000 to 475,000 shares costs $200.

Source: www.sec.state.ma.us

Closing order of operations

Before filing a certificate of cancellation, wind up the company: collect what is owed, pay or reserve for known debts, file final tax returns and close Department of Revenue accounts, then distribute what remains to the owners (c. 156C, § 14). Filing the $100 certificate first and finishing the wind-up later leaves open accounts in the company's name.

Source: malegislature.gov