LLC Administrative Dissolution and Involuntary Termination in Massachusetts
At a glance
| Law, agency and LLC scope | Mass. Gen. Laws ch. 156C, § 70; state secretary may commence administrative dissolution of a domestic LLC. |
|---|---|
| Grounds and trigger dates | Two consecutive years without required annual reports; or secretary satisfied LLC is inactive and dissolution serves public interest (§ 70(a)). |
| Agency notice | Secretary may commence; if ground found, must serve written determination notice at LLC’s Massachusetts § 5(1) records-office address (§ 70(a)–(b)). |
| Cure or response window | Within 90 days after notice, correct each ground or show to secretary’s reasonable satisfaction that it does not exist (§ 70(b)). |
| Action and effective date | If grounds remain after the 90-day notice period, secretary shall administratively dissolve the LLC; § 70(b) does not specify a separate filing event. |
| Status, activity and service | LLC continues to exist but may conduct only business necessary to wind up and liquidate; notice uses § 5(1) office, distinct from § 5(2) resident agent (§§ 70(b)–(c), 5). |
| Special routes and effects | Written dissolution notice is delivered to the statutory Massachusetts records office, not automatically to the resident agent (§§ 70(b), 5(1)–(2)). |
| Route back and limits | Apply to state secretary at any time; state name, effective dissolution date, cured/nonexistent grounds, and compliant name (§ 71). |
Requirements one by one
Grounds and agency notice
Mass. Gen. Laws ch. 156C, § 70(a) permits a dissolution proceeding when an LLC misses annual reports for two consecutive years, or when the state secretary is satisfied it has become inactive and dissolution would be in the public interest. A single missed year does not meet the annual-report ground described in that subsection.
Under § 70(b), a ground determination triggers written notice sent to the LLC's Massachusetts office. Section 5(1) defines that office as the place where statutory records are kept; § 5(2) separately requires a resident agent for service of process. The dissolution notice is therefore tied to the office address named by § 70(b).
Response and post-action limits
The LLC has 90 days after the § 70(b) notice to correct each ground or satisfy the secretary that each does not exist. If it does neither, the secretary must administratively dissolve it. Section 70(b) specifies the agency action but no separate statement-filing step. Under § 70(c), the LLC remains in existence only for business needed to wind up and liquidate.
Section 71 allows an administratively dissolved LLC to apply to the state secretary for reinstatement at any time. The application must identify the LLC and effective dissolution date, say the grounds were corrected or nonexistent, and address the statutory name requirement. When the secretary finds the information full and correct, § 71 directs reinstatement.
What trips people up
The § 70(b) notice goes to the Massachusetts records-office address required by § 5(1). That office may differ from the resident agent's address, so using the agent address alone to track dissolution notices can miss the statutory delivery location.
Common questions
Can an LLC keep operating while it seeks reinstatement? After dissolution, § 70(c) permits only business necessary to wind up and liquidate.
Is there a fixed last day to apply for reinstatement? Section 71 says the application may be made “at any time.”
Statutes and sources
- Mass. Gen. Laws ch. 156C, § 70 — “A limited liability company administratively dissolved continues in existence, but shall not carry on any business except that necessary to wind up and liquidate its affairs.” Official text (accessed 2026-09-26).
- Mass. Gen. Laws ch. 156C, § 71 — “A limited liability company administratively dissolved under section 70 or whose authority to transact business in the commonwealth has been revoked under section 72 may apply to the state secretary for reinstatement at any time.” Official text (accessed 2026-09-26).
- Mass. Gen. Laws ch. 156C, § 5 — “Each limited liability company shall have and maintain in the commonwealth:” Official text (accessed 2026-09-26).
Source links
Every statute quoted above, linked, with the date we checked it.
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