Procedures
613.1. Certificates of Good Standing.
613.2. Waiver of Corporate Tax Lien.
613.3. Letter of Compliance.
613.4. Liquor License Transfer Approval.
613.5. Certificate of Compliance.
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Corporations and other organizations often need proof that they are in good tax standing with the Commonwealth, i.e., that all tax liabilities have been met.  As authorized under G.L. c. 62C, §§ 51, 52, G.L. c. 138, § 64 and G.L. c. 156D, §15.32, the Customer Service Bureau within the Taxpayer Service Division issues the documents of good‑tax standing described below.  Businesses and individuals can also request, through our Website, a Certificate of Good Standing and/or Tax Compliance online and receive verification that all taxes are paid in full.  The application will also inform you of any liabilities or non-filed periods and will allow you to file and pay these taxes to obtain your certificate.

Please be advised that as of August 4, 2004, the Certificate of Good Standing and/or Tax Compliance replaced the following documents: Certificate of Good Standing and Letter of Compliance.  As of July 1, 2004, the Massachusetts Business Corporations Act, G.L. c. 156D, § 15.20, eliminated the need for a Certificate of Tax Clearance from the Department of Revenue upon withdrawal.  However, G.L. c. 156D, § 15.32 requires the certificate when a foreign corporation applies for a reinstatement after its authority to transact business in the commonwealth has been revoked. 

Note: Waivers of Corporate Tax Lien and Liquor License Transfer Approvals are not available through our Website. 

When accessing our Website at www.mass.gov/dor select Online Services, select Taxes & Reporting to access the Certificate of Good Standing Website.  In the first paragraph, select paper application to print a Request for a Certificate of Good Standing or Tax Compliance.  This Request may be used to obtain a Certificate of Good Standing and/or Tax Compliance or Waiver of Corporate Tax Lien. 

All non Website requests must be sent to:

Massachusetts Department of Revenue
Customer Service Bureau
Attention:  ABCC/Certificate Unit
P.O. Box 7066
Boston, Massachusetts  02204
Telephone Number:  (617) 887-6550
Fax Number: (617) 887-6262
Website: www.mass.gov/dor

613.1. Certificates of Good Standing

Corporations often need Certificates of Good Standing in order to obtain financing, renew licenses or enter into other business transactions.  To request a Certificate of Good Standing and/or Tax Compliance, select paper application on the Certificate of Good Standing Website or send the DOR a letter explaining why the certificate is needed.  The letter must be signed by an officer of the corporation and must include the following:

1. Types of taxes to which the corporation is subject and the corresponding Massachusetts identification numbers.

2. Power of Attorney (Form M-2848) for any third parties with whom this matter may be discussed.  See AP 614, Power of Attorney, for further information.

3. Any returns and payments due for any tax to which the corporation is subject.

4. A copy of the § 501(c) determination letter from the federal government if the requestor is a non‑profit corporation.  DOR will notify the requestor of any remaining liabilities.  A certificate will be issued only if the organization is in full compliance with these requirements.

As of March 20, 1992, corporations are no longer required to obtain a Certificate of Good Standing and/or Tax Compliance prior to the dissolution of the corporation.  This requirement was withdrawn by an act of the Massachusetts Legislature (Chapter 529 of the Acts of 1991).  For information on dissolving a corporation, contact the Customer Service Bureau at (617) 887-MDOR or toll-free within Massachusetts at 1 (800) 392-6089. See TIR 99-18 regarding waiver of G.L. c. 62C, § 33(c) late‑pay penalties and suspension of involuntary collection activities under G.L. c. 62C, § 32(e) when the taxpayer disputes the assessment (or any portion thereof) administratively within DOR or with the Appellate Tax Board or Probate Court.

613.2. Waiver of Corporate Tax Lien


Corporations often need Certificates of Good Standing to obtain financing, renew licenses or enter into other business transactions.  Entities that previously were not subject to the G.L. c. 62C, § 51 waiver provisions may now be subject to that requirement if they are treated as corporations for federal tax purposes.  See TIR 08-11.  If the LLC, partnership, limited or general partnership, or other type of entity is classified as a corporation for federal income tax purposes, the entity will be treated the same way for Massachusetts tax purposes and will be subject to the corporate waiver requirements.  If considered a disregarded entity for federal tax purposes, the federal income tax status of the owner will determine whether the entity may apply for a corporate waiver. 

To request a Waiver of Corporate Tax Lien, select paper application on the Certificate of Good Standing Website or send the DOR a letter signed by an officer of the corporation including the following information:

1. Date of proposed or past transfer or sale.

2. Name, full address, daytime telephone number and Massachusetts Tax Identification Number of the transferor.

3. Name and address of the transferee.

4. Description of assets to be sold.  If real property is involved, provide a legal description of the property.  If the transfer has already taken place, list registry book and page number.

5. Price, terms and conditions of the proposed or actual sale or transfer.

6. Signature of an officer of the transferor.

7. Any returns and payments still due for any tax to which the corporation is subject.

8. Power of Attorney for any third parties with whom this matter may be discussed.  See AP 614, Power of Attorney.

DOR will notify the requestor of any remaining liabilities.  A certificate will be issued only if the corporation is in full compliance.

For more information on lien waivers, contact the Certificate Unit at the address or phone number given above.

613.3. Letter of Compliance

Because Certificates of Good Standing can be issued only to incorporated entities, Letters of Compliance are issued upon request to individuals, unincorporated businesses and nonprofit organizations, trusts, partnerships, LLCs and LLPs.  Please note that Letters of Compliance are now Certificates of Good Standing and/or Tax Compliance.  To request a Certificate of Good Standing and/or Tax Compliance, select paper application on the Certificate of Good Standing Website or send DOR a letter containing the following information:

1. Taxes for which the organization is liable and the corresponding identification numbers.

2. Identification numbers of trustees, partners or proprietors, whichever is applicable.

3. Any returns and payments still due for any tax to which the organization is subject.

DOR will notify the requestor of any remaining liabilities.  A certificate will be issued only if the organization is in full compliance.

For more information on Letters of Compliance, contact the Certificate Unit at the address or phone number given above.

613.4. Liquor License Transfer Approval

This Liquor License Transfer Approval is not available through our Website application.  The approval of a new issuance, transfer or amendment of a liquor license begins at the municipal level through public hearing.  Certificates of Good Standing issued by DOR are now required from both the buyer and seller and must be included with the application submitted to the local authority.  If the local board recommends a new issuance, transfer or amendment, the recommendation is submitted to the Alcoholic Beverages Control Commission (ABCC) for approval. 

For more information on transfer approvals, contact the Certificate Unit at the address or phone number given above.

613.5. Certificate of Compliance

Individuals or businesses wishing to have a business license reinstated and vendors wishing to have a contract with the Commonwealth reinstated after suspension or revocation must obtain from DOR a Certificate of Good Standing and/or Tax Compliance.  For more information, see AP 631.4, Licenses and Certificates of Authority: Suspension and Revocation, or AP 631.5, Vendor Contracts and Agreements: Denial, Non-renewal, Non-extension.


REFERENCES:
G.L. c. 62C, §§ 32(e), 33(c), 51, 52
G.L. c. 138, § 64
G.L. c. 156D, §§ 15.20, 15.32  
I.R.C. § 501(c)
TIR 99-18
TIR 08-11
AP 614, Power of Attorney 
AP 631, The Collection Process
Form M-2848, Power of Attorney and Declaration of Representative
Certificate of Good Standing
Certificate of Tax Compliance
Waiver of Corporate Tax Lien