How to Reinstate an LLC in Massachusetts

How reinstatement works in Massachusetts

An LLC that the Corporations Division administratively dissolves, typically after two consecutive years of missed annual reports, can apply for reinstatement at any time; Massachusetts sets no deadline. The catch is cost: before the Division will accept the Application for Reinstatement Following Administrative Dissolution, every annual report owed must be filed at $500 each. The application itself costs $100 on paper or $110 online. It must give the LLC's exact name, its resident agent and address, the dissolution date, and a statement that the grounds no longer exist. If the name has become unavailable, a certificate of amendment changing it must be filed at the same time. The Division's form says reinstatement takes effect on the date the Division approves it. Foreign LLCs whose registration was revoked use a separate reinstatement form and must also attach a home-state good standing certificate dated within 90 days.

Steps to reinstate a Massachusetts LLC

1. File all annual reports owed before filing the reinstatement application
2. State the exact LLC name, resident agent name and office address, and the effective date of dissolution
3. State that the grounds for dissolution did not exist or have been eliminated
4. Confirm the name still meets G.L. c. 156C, s. 3, or file a certificate of amendment changing it at the same time
5. Form to use: Limited Liability Company Application for Reinstatement Following Administrative Dissolution (G.L. c. 156C, s. 71).
6. File by mail or in person at the Corporations Division, One Ashburton Place, Room 1717, Boston, MA 02108, or online or by fax with the expedite fee.

What reinstatement costs: a worked example

An LLC dissolved after missing 2 reports:

$100 by mail, or $100 plus a $10 expedite fee online or by fax, plus every overdue annual report at $500 each (plus the $20 expedite fee per report if filed online). Whether late penalties are charged again at reinstatement varies; the state calculates the exact total when you file. Taxes, interest and tax-clearance costs are extra where they apply.

What happens to the LLC and its name

• Effect: The Division's form and 950 CMR 112.21 state that reinstatement is effective at the time and on the date approved by the Division; no relation-back language was found in the official materials reviewed.
• Your LLC name: If the LLC's name no longer meets the availability rules of G.L. c. 156C, s. 3, the LLC must file a certificate of amendment changing its name together with the reinstatement application.

The most common cause is a missed Annual Report. See the Massachusetts Annual Report guide for deadlines so it does not happen again.

Reinstatement in Massachusetts and nearby states

Mistakes that slow down a Massachusetts reinstatement

• Submitting the $100 reinstatement application before filing every overdue $500 annual report, which the Division requires first.
• Assuming reinstatement is cheap because the form fee is $100, when several years of back reports can add thousands of dollars.
• Not checking whether the LLC's name is still available, which can require a simultaneous certificate of amendment.