What happens if your Massachusetts LLC misses its annual report, and how to reinstate it
Massachusetts’s own word for it: “Administratively dissolved”. Time limit to get back: Any time. Tax clearance: No (corporations: yes).
Checked against the Secretary of the Commonwealth, Corporations Division, September 2026.
- What Massachusetts calls it
- “Administratively dissolved”
- Tax clearance
- No(corporations: yes)
- Time limit to get back
- Any time
How it unfolds in Massachusetts
- MissedAnnual report
- Status“Administratively dissolved”
- The way backLLC Application for Reinstatement Following Administrative Dissolution
Secretary of the Commonwealth, Corporations Division
What does Massachusetts call a company that missed its filings?
“Administratively dissolved” (M.G.L. c. 156C, s. 70; 950 CMR 112.20-112.21). An administratively dissolved LLC continues in existence but may carry on only business needed to wind up and liquidate its affairs. The Division’s certificate of good standing is issued only if the LLC has filed all annual reports due and has not been administratively dissolved (950 CMR 112.28).
What triggers it in Massachusetts?
The state secretary may start administrative dissolution if the LLC (1) has failed for 2 consecutive years to file the required annual reports, or (2) has become inactive and dissolution would be in the public interest. Under 950 CMR 112.20 an LLC may be considered inactive if it fails to appoint a resident agent within 60 days after the Division notifies it that it must keep a resident agent and office in the Commonwealth. The annual report is due on or before the anniversary date of the original certificate of organization.
Before it happens
The Division serves written notice by mail to the LLC’s office address required by c. 156C, s. 5. If the LLC does not correct each ground, or show the Division that it does not exist, within 90 days after the notice, the Division administratively dissolves the LLC.
How do you reinstate a Massachusetts LLC?
“Limited Liability Company Application for Reinstatement Following Administrative Dissolution” (Division form, or a document in the same format). It states the exact LLC name, resident agent name and street address, effective date of dissolution, that the grounds for dissolution did not exist or have been eliminated, and that the name meets c. 156C, s. 3 (or a certificate of amendment changing the name is filed at the same time). The Division’s LLC page lists this filing as “File by Fax” (not online); paper filing by mail or in person is also allowed under 950 CMR 112.09. A reinstatement filing fee set by the state applies.
Where to file
Secretary of the Commonwealth, Corporations Division, One Ashburton Place, Boston.
Missed filings and fees
Yes. The Division states that to reinstate the LLC, all annual reports owed must be filed.
Is there a deadline to reinstate a Massachusetts LLC?
“At any time” - no deadline.
Do you need tax clearance in Massachusetts?
No
Not required by the LLC statute or regulation: c. 156C, s. 71 and 950 CMR 112.21 list no Department of Revenue certificate, and the Division’s LLC page does not mention one. (Contrast: corporations must include a Department of Revenue certificate under c. 156D, s. 14.22.)
What happens to the company name meanwhile?
The application must state the LLC’s name still satisfies c. 156C, s. 3 (not the same as or deceptively similar to another entity on record); if not, the LLC must simultaneously file a certificate of amendment changing to a compliant name. Neither the statute nor the regulation states how long a dissolved LLC’s name stays reserved.
What changes once it is fixed?
Reinstatement is effective at the time and date approved by the Division. The LLC statute does not contain relate-back language (unlike c. 156D, s. 14.22(c) for corporations).
What changes for corporations in Massachusetts?
Corporations (M.G.L. c. 156D, ss. 14.20-14.22) are also “administratively dissolved”, but the grounds are broader: failure for 2 or more consecutive years to file reports with the secretary of state OR to file tax returns / pay taxes under c. 62C or c. 63, or inactivity. Notice goes to the registered agent; 90 days to cure. Reinstatement is also available “at any time”, but the application must contain a certificate from the Department of Revenue that all corporate excise taxes and related penalties have been paid. The secretary may attach terms, and a reinstatement effective for all purposes relates back to the dissolution date as if it had never occurred.
What should you file first?
There is no separate tax clearance step for a Massachusetts LLC, so the filing comes first, with the missed filings and fees described above.
The filing
LLC Application for Reinstatement Following Administrative Dissolution
Where it goes
Secretary of the Commonwealth, Corporations Division, One Ashburton Place, Boston.
What does Massachusetts ask you to file, so it does not happen again?
| Obligation | Form | Due | If late |
|---|---|---|---|
| LLC formation | Certificate of Organization (with the resident agent’s written consent) | At formation | N/A |
| LLC annual report | Limited Liability Company Annual Report | On or before the anniversary date of the filing of the original certificate of organization (foreign LLCs: the anniversary of registration) | Loss of good standing and, after continued non-filing, administrative dissolution — reinstatement requires filing all annual reports owed |
| Corporation annual report | Annual Report (M.G.L. c. 156D) | Within two and one-half months after the close of the corporation’s fiscal year | A late filing penalty applies and the corporation falls out of good standing |
| Change of resident agent or resident office | Statement of Change of Resident Agent/Resident Office | When the agent or its street address changes | N/A |
From the same Massachusetts record as the Massachusetts resident agent page. State fees change; we confirm current amounts with you before anything is filed.
Put every recurring Massachusetts deadline in your calendar with the compliance calendar, or see what Massachusetts requires of your resident agent.
Which Massachusetts laws govern it?
M.G.L. c. 156C, s. 70 (administrative dissolution) and s. 71 (reinstatement); regulations 950 CMR 112.20 and 112.21.
Sources, checked September 2026:
- General Court of the Commonwealth of Massachusetts— M.G.L. c. 156C, ss. 70-71
- General Court of the Commonwealth of Massachusetts— M.G.L. c. 156C, s. 70; 950 CMR 112.20, 112.28
- Secretary of the Commonwealth, Corporations Division— M.G.L. c. 156C, s. 70(a); 950 CMR 112.14, 112.20
- Secretary of the Commonwealth, Corporations Division— M.G.L. c. 156C, s. 70(b); 950 CMR 112.20
- Secretary of the Commonwealth, Corporations Division— SOC LLC Information page; 950 CMR 112.21
- Secretary of the Commonwealth, Corporations Division— 950 CMR 112.03, 112.09
- Secretary of the Commonwealth, Corporations Division— M.G.L. c. 156C, s. 71; 950 CMR 112.21
- Secretary of the Commonwealth, Corporations Division— SOC LLC Information page, ‘Application for Reinstatement Following Administrative Dissolution’
- Secretary of the Commonwealth, Corporations Division— M.G.L. c. 156C, s. 71(3); 950 CMR 112.21
- General Court of the Commonwealth of Massachusetts— M.G.L. c. 156C, s. 71; 950 CMR 112.21
- Secretary of the Commonwealth, Corporations Division— 950 CMR 112.21; M.G.L. c. 156C, s. 71
- General Court of the Commonwealth of Massachusetts— M.G.L. c. 156D, ss. 14.20, 14.21, 14.22
Checked against the Secretary of the Commonwealth, Corporations Division and the statutes above · Last checked September 2026. Not legal advice: the filing office has the final word on your entity.
Massachusetts
Behind on a Massachusetts filing?
Send us the entity and any notice you received. A compliance check shows where it stands with the Secretary of the Commonwealth, Corporations Division, and state fees are confirmed with you before anything is filed.