When you close your business you must cancel your registration with both the federal government and the Commonwealth of Massachusetts by following the applicable procedures below.
Massachusetts Department of Revenue (DOR)
Trustee taxpayers who are closing their businesses may use to cancel their trustee tax registration(s) via the Internet. For additional information, visit WebFile for Business. In the event that you are unable to use WebFile for Business to cancel your registration, contact the Customer Service Bureau at 617-887-6367 or toll-free in Massachusetts at 800-392-6089.
Requirements in addition to canceling any applicable trustee tax registration:
Bankruptcy If you or your company are filing Chapter 7, you must also contact DOR's Bankruptcy Unit at 617-626-3875. See the bankruptcy section of this Guide for additional information.
Corporations are no longer required to obtain a "Certificate of Good Standing" from the Massachusetts Department of Revenue prior to their voluntary dissolution. However, the requirement to notify the Commissioner of Revenue of the formal dissolution of a corporation is still in effect. This obligation may be fulfilled by sending a letter on corporate letterhead, signed by an officer of the corporation, stating the corporation's intent to dissolve and attaching a copy of the vote authorizing the dissolution. The letter should be mailed to DOR's Customer Service Bureau, P.O. Box 7010, Boston, MA 02204, Attn: Corporate Dissolutions. In addition, corporations must file a final corporate excise tax return.
If your corporation would like to obtain a Certificate of Good Standing for other reasons, you may obtain one from the Department's Certificates of Good Standing website. For further information, see TIR 94-09.
Partnerships must file a final Form 3 , Partnership Return of Income, attaching a copy of the U.S. Form 1065 and Schedule K-1.
Sole proprietors should stop filing the Schedule C with the individual income tax return.
Department of Unemployment Assistance (DUA) - state unemployment insurance -
Employers need to sign on to DUA's QUEST Self-Service System at www.mass.gov/uima. Click "Account Maintenance." Then click "Suspend Employer Account" and complete the information.
Internal Revenue Service (IRS)
Corporations must complete a Form 966, Corporate Dissolution or Liquidation, and file it with the final corporate return.
Partnerships must file the final Form 1065, Partner's Share of Income, Deductions, Credits, etc., and Schedule K-1s (Form 1120S) Shareholder's Share of Income, Deductions, Credits, etc.
Sole proprietors stop filing the Schedule C with the individual income tax return. Also, you must check the box on the applicable trustee tax return (i.e. Form 940, Employer's Annual Federal Unemployment (FUTA) Tax Return, or Form 941, Employer's Quarterly Federal Tax Return) indicating that it is a final return. For additional information call IRS Customer Service at 617-536-1040 or 800-829-1040 or visit the IRS' website.
Secretary of the Commonwealth of Massachusetts
Business/Professional Corporations must file Articles of Dissolution.
Foreign Corporations must file a Certificate of Withdrawal.
Limited Partnerships must file a Certificate of Cancellation.
Foreign Limited Partnerships must file a Certificate of Withdrawal or Certificate of Cancellation.
Limited Liability Companies must file a Certificate of Cancellation (domestic) or Certificate of Withdrawal (foreign).
Limited Liability Partnership (domestic and foreign) must file a Certificate of Withdrawal.
For more information, call 617-727-9640 (corporations), or visit the Secretary of the Commonwealth's website.
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