What does it mean when a Massachusetts LLC is involuntarily dissolved?

An involuntarily dissolved LLC is one that a court or the state dissolved, rather than its members. The state record shows a “Date of Involuntary Dissolution by Court Order or by the SOC.” A court can decree dissolution under Chapter 156C, Section 44. The state secretary can dissolve an LLC administratively under Section 70. In our sample, the same line also appeared on a foreign LLC’s record. For a foreign LLC, Section 72 provides revocation of its authority to do business in Massachusetts.

Why would Massachusetts dissolve an LLC?

Section 70 of Chapter 156C gives two grounds. The LLC failed for 2 consecutive years to file annual reports. Or the state secretary is satisfied that the LLC has become inactive and its dissolution would be in the public interest. The LLC first gets written notice and 90 days to correct each ground or show that it does not exist.

How much does it cost to reinstate a Massachusetts LLC?

The state’s Application for Reinstatement Following Administrative Dissolution lists a $100 filing fee. Section 12(d) of Chapter 156C sets the annual report fee at $500. Check the filing screen for the amount due. Ask the Corporations Division which reports your LLC must file.

What happens to an LLC after it is dissolved in Massachusetts?

Section 70(c) says an administratively dissolved LLC continues in existence. It may not carry on any business except what is needed to wind up and liquidate its affairs. Section 71 lets it apply for reinstatement at any time.

Massachusetts LLC Involuntarily Dissolved: Reading the State Record and Reinstating

Q: When is the Massachusetts LLC annual report due?

950 CMR 112.14 says each LLC must file its annual report on or before the anniversary date of the filing of its original certificate of organization. Section 12(d) of Chapter 156C sets the fee at $500.

Short answer

A Massachusetts LLC is involuntarily dissolved when a court ends it under Chapter 156C, Section 44, or the Secretary ends it under Section 70. One Section 70 ground is two consecutive years without annual reports. After a Section 70 dissolution, reinstatement is open at any time, with a $100 form.

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Key takeaways

Section 70 of Chapter 156C gives two grounds for administrative dissolution. One is failing “for 2 consecutive years” to file annual reports. The other is an inactive LLC whose dissolution “would be in the public interest.”
Before dissolving, the Secretary must send written notice. Section 70(b) says it goes to the address of the Massachusetts office required by Section 5(1). The LLC then has 90 days to correct each ground or show that it does not exist.
We opened 39 LLC summary pages on the Corporations Division search on October 17, 2026. None had a field called Status. Ten showed a “Date of Involuntary Dissolution by Court Order or by the SOC.”
Section 71 lets an LLC dissolved under Section 70 apply for reinstatement “at any time.” The state’s application form lists a $100 filing fee.
Section 12(d) sets the annual report fee at $500. Under 950 CMR 112.14, the report is due on or before the anniversary date of the original certificate of organization.
A Corporations Division report to the Legislature says it dissolved or revoked 25,920 domestic and foreign LLCs on 12/31/2024.

What “involuntarily dissolved” means for a Massachusetts LLC

An involuntarily dissolved LLC is one that a court or the state dissolved, rather than its members. Here is how to spot it on the state record and how to reinstate. In Massachusetts, the state law for LLCs is Chapter 156C. Two sections can end an LLC this way.

The first is Section 70. It lets the state secretary start a proceeding to dissolve an LLC on two grounds. One is that “the limited liability company has failed for 2 consecutive years to comply with the laws requiring the filing of annual reports.” The other is that the state secretary is satisfied the LLC “has become inactive and its dissolution would be in the public interest.” 950 CMR 112.20(2) gives one example of that second ground. The example is an LLC that “fails to appoint a resident agent within 60 days after notice from the Division.”

The second is Section 44. It lets the superior court decree dissolution when it is “not reasonably practicable” to carry on the business in line with the certificate of organization or the operating agreement. The decree comes on an application by or for a member or manager.

Section 70 calls its result an administrative dissolution. The words “Involuntary Dissolution” come from the state’s online record, which we cover next.

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How to read the Massachusetts business entity summary

The Corporations Division of the Secretary of the Commonwealth runs the business entity search. Each company has a page called Business Entity Summary. On October 17, 2026, we searched names beginning with “Harbor.” The first results page listed 100 results. We opened every one whose name contained “LLC” or “L.L.C.” There were 39 distinct records, and all 39 were LLCs.

None of the 39 pages had a field called Status. The word “status” did not appear in the summary text at all. A dissolved LLC shows a dated line instead.

Line on the summary page	LLC records showing a date in that line (of 39)	What it tells you
Date of Involuntary Dissolution by Court Order or by the SOC	10	The record shows an end by court order or by “the SOC.” In our sample, the same line also appeared on one foreign LLC. For a foreign LLC, Section 72 provides revocation of its authority instead. The line does not say which process applied.
Date of Cancellation	6	A certificate of cancellation is on file.
Date of Withdrawal	2	A foreign LLC withdrew its registration in Massachusetts.
None of the three lines above	21	No end date is shown on the summary.
Date of Revival	1	In that record, the date matches a reinstatement filing. The same record was later dissolved again.

Our count of 39 LLC Business Entity Summary pages on corp.sec.state.ma.us, opened October 17, 2026. The first four rows add up to 39. The last row overlaps with the first.

The dissolution line names two sources, a court order and “the SOC.” The page does not spell out SOC. We read it as the Secretary of the Commonwealth, which publishes the page. From the summary alone, you cannot tell a court decree under Section 44 from an administrative dissolution under Section 70. For a foreign LLC, the same line may instead reflect a revocation of its authority under Section 72.

The filing history can help. On the summary page, choose “ALL FILINGS” and then “View filings.” We did that for three of the dissolved LLCs. Each list had an entry named “Dissolution by Court Order or by the SOC.” None of the three entries had a document attached. Each list showed “0 pages” for that entry. The same lists showed which annual reports each LLC had filed, and when.

The dates in our sample fell into groups. Five of the ten dates in that line were in the last days of December: one in 2022, two in 2023 and two in 2024. Both 2024 dates were 12/31/2024. A Corporations Division report filed with the Legislature says the Division “dissolved or revoked 25,920 domestic and foreign LLCs” on that date.

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The two-year rule and the annual report calendar

Every Massachusetts LLC must file an annual report. Section 12(c) says all LLCs formed under the chapter “shall also file an annual report with the state secretary.” Section 12(d) sets the fee at $500.

The due date comes from a regulation. 950 CMR 112.14 says each LLC “shall file an annual report with the Division on or before the anniversary date of the filing of its original certificate of organization.” So the deadline depends on the date your LLC was formed.

A late report alone does not dissolve the LLC under Section 70. The ground is failing to file for two consecutive years. Then the notice and 90-day steps in Section 70(b) apply.

Step	What the text says	Source
Each year	File the annual report on or before the anniversary date of the original certificate of organization. Fee $500	950 CMR 112.14, Chapter 156C Section 12(d)
After 2 consecutive years without filing	The state secretary may start a proceeding to dissolve the LLC	Section 70(a)(1)
Notice	Written notice of the determination, sent by mail to the Massachusetts office required by Section 5(1)	Section 70(b), 950 CMR 112.20(3)
90 days after the notice	If the LLC has not corrected each ground, or shown that it does not exist, the state secretary “shall administratively dissolve” it	Section 70(b)
Any time after dissolution	The LLC may apply for reinstatement	Section 71

From Massachusetts General Laws Chapter 156C, Sections 12, 70 and 71, and 950 CMR 112.14 and 112.20, read on October 17, 2026.

Two filing histories in our sample match this pattern. One LLC’s last annual report was for 2021, and its dissolution entry is dated 12/29/2023. Another LLC’s last annual report was for 2022, and its dissolution entry is dated 12/31/2024. We do not know when either notice was sent, because the notice is not in the public filing list.

What a dissolved Massachusetts LLC can and cannot do

The LLC still exists, but only to close down. Section 70(c) says an administratively dissolved LLC “continues in existence, but shall not carry on any business except that necessary to wind up and liquidate its affairs.”

Section 45(b) describes winding up for a dissolved LLC. The list there includes “prosecuting and defending suits, whether civil, criminal or administrative.” It also includes settling the business, selling property, and paying or providing for liabilities.

Sections 70 and 71 do not say what happens to contracts the LLC signs while it is dissolved. Section 71 also does not say whether reinstatement reaches back to the date of dissolution. Ask a Massachusetts attorney about those questions before you rely on an answer.

How to reinstate a Massachusetts LLC after administrative dissolution

Section 71 says an LLC “administratively dissolved under section 70” may apply to the state secretary “for reinstatement at any time.” The statute lists three things the application must do.

1Recite the name of the LLC and the effective date of its administrative dissolution.
2State that the grounds for dissolution either did not exist or have been corrected.
3State that the name of the LLC satisfies the name rules in Section 3.

The state’s form is called “Limited Liability Company Application For Reinstatement Following Administrative Dissolution.” We counted six numbered items on it. They ask for the exact name, the resident agent office address and name, and the effective date of the dissolution. You then check whether the grounds “did not exist” or “have been eliminated.”

Item 5 covers the name. Another company may now hold a similar name. In that case, the form says the LLC “shall simultaneously submit a certificate of amendment to change its name.” Item 6 says the reinstatement “shall be effective at the time and on the date approved by the Division.” The form lists “Filing fee: $100.”

Cost item	Amount	Source
Application for Reinstatement Following Administrative Dissolution	$100	Reinstatement form, Corporations Division
Each annual report you file	$500	Chapter 156C Section 12(d), 950 CMR 112.14

Fees as printed in the statute, the regulation and the form, read on October 17, 2026. Check the filing screen for the amount due when you file.

One record in our sample shows how a reinstatement looks in the filing list. That LLC was dissolved on 04/19/2011. Between December 12 and 15, 2014, it filed annual reports for each year from 2009 through 2014. On December 16, 2014, it filed a “Reinstatement Following Administrative Dissolution.” Its summary page now shows that date as the “Date of Revival.” If the ground was missed annual reports, the form asks you to state that the ground has been eliminated. Ask the Division which reports it needs from your LLC.

Reinstatement does not stop a later dissolution. The same LLC filed annual reports through 2022. Its record now shows a second dissolution dated 12/31/2024. For how other states handle the same problem, see our guide to reinstating an LLC that is not in good standing. Our Florida guide covers how Florida marks the same event. Our New York guide explains why New York LLCs are not dissolved this way.

Where the dissolution notice goes: the office address in Section 5

Section 70(b) names one address for the notice. “The notice shall be sent to the address of the office in the commonwealth required by clause (1) of section 5.” 950 CMR 112.20(3) adds that the notice “shall be sent by mail postage prepaid to the office required to be maintained by M.G.L. c. 156C, § 5(1).” Neither text names the resident agent’s address for that notice.

Section 5(1) requires every LLC to keep an office in Massachusetts, “which may but need not be a place of its business in the commonwealth at which shall be kept the records required by section nine to be maintained.” Section 9 lists those records, such as the list of members and managers and recent tax returns.

950 CMR 112.11 describes the same address on the certificate of organization: “the street address of the office in the Commonwealth at which its records will be maintained.” The summary page shows a heading with similar words: “The location or address where the records are maintained (A PO box is not a valid location or address).”

Address on the record	What the text says about it	Its role in a Section 70 dissolution
Office in Massachusetts where the records are kept	Required by Section 5(1). 950 CMR 112.11 asks for its street address. The summary page says a PO box is not valid	Section 70(b) and 950 CMR 112.20(3) say the notice is sent to this address
Resident agent and the agent’s office	Required by Section 5(2). 950 CMR 112.13 says the office address “must be a street address” and a post office address “is not sufficient”	Not named in Section 70. The reinstatement form asks for it in item 2
Address of a foreign LLC registered in Massachusetts	Section 72(b) says the revocation notice goes to “the address of the foreign limited liability company”	Applies to revocation of a foreign LLC’s authority, not to dissolution

From Chapter 156C Sections 5, 70 and 72, 950 CMR 112.11, 112.13 and 112.20, and Corporations Division summary pages, read on October 17, 2026.

In our sample, nine dissolved LLCs were Massachusetts LLCs. On four of those nine summary pages, the lines under the records heading were empty. We do not know why. If your record shows an old or empty office address, a notice under Section 70(b) may not reach you.

950 CMR 112.14 says the annual report “may amend any information in the certificate, except that any change pertaining to registered agent or office must be made as provided in 950 CMR 112.13.” Ask the Division which filing changes your records office address. Section 5(1) asks for an office in Massachusetts where the records are kept. save office does not offer a Massachusetts address or registered agent service. Before you put any address on a state filing, our free address checker shows how USPS classifies it.

Not legal advice

This guide summarizes Massachusetts General Laws Chapter 156C, 950 CMR 112.00 and Corporations Division records, as read on October 17, 2026. Call the Corporations Division about your LLC’s record. Ask a Massachusetts attorney about lawsuits and contracts during dissolution.