Administrative Procedure  AP 613: Requesting a Certificate of Good Standing and/or Tax Compliance or Waiver of Corporate Tax Lien

Date:	02/09/2022
Organization:	Massachusetts Department of Revenue
Referenced Sources:	Massachusetts General Laws

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 Collections Bureau with the Operations 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 or Waiver of Corporate Tax Lien 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.  Once you file or pay, you need to wait at least 24 hours and re-apply again for a Certificate of Good Standing. 

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when a foreign corporation applies for a reinstatement after its authority to transact business in the commonwealth has been revoked.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 now available through the Department’s Website.  When applying, at the application type, click on the appropriate request.  In order to obtain a corporate Tax Lien Waiver, businesses must file corporate returns.  LLCs and non-profits that do not file corporate returns are not eligible to receive a Waiver of Corporate Tax Lien.    

To access the Department’s website, go to www.mass.gov/dor and click on MassTaxConnect. 

All non-website requests must be sent to:

Massachusetts Department of Revenue
Collections Bureau
Attention:  ABCC/Certificate Unit
P.O. Box 7066
Boston, Massachusetts 02204
Telephone Number:  [phone]
Fax Number: [phone]
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 for businesses, go to www.mass.gov/MTC.  In order to obtain a Corporate Tax Lien Waiver, businesses must file corporate returns.  When applying, provide the following:

1. All Massachusetts identification numbers including the parent number if the business files under another corporation. 

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. 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.

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 issued Certificates of Good Standing and/or Tax Compliance.  To request a Certificate of Good Standing and/or Tax Compliance, go to www.mass.gov/MTC.  When applying, provide the following:   

1.  Any Identification numbers of trustees, partners or proprietors and individuals, whichever is applicable. 

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

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 [phone]. 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. TIR 99-18 provides that security must be posted by an entity with an amount of tax in dispute that seeks a Certificate of Good Standing. See DOR Directive 06-6 for guidelines concerning the requirement to deposit security.

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 corporate tax lien waiver, go to mass.gov/MTC, click on MassTaxConnect with the following information: 

1. Massachusetts tax identification number of transferor.  If filing under parent, include their tax identification number.

2. Date of proposed or past transfer or sale.

3. Name, full address, daytime telephone number of the transferor.

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. In order to obtain a Corporate Tax Lien Waiver, businesses must file corporate returns. 

6. 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. Liquor License Transfer Approval

The approval of a new issuance, transfer or amendment of a liquor license begins at the municipal level through public hearing.  Certificate of Good Stan ding issued by the 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 Beverage Commission (ABCC) for approval.   

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

613.4. 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
DD 06-6
AP 614, Power of Attorney
AP 631, The Collection Process
Form M-2848, Power of Attorney and Declaration of Representative
Certificate of Good Standing and/or Tax Compliance
Certificate of Tax Compliance
Waiver of Corporate Tax Lien