S corporations are a special class of corporation where the income or loss is passed through to the individual shareholders for federal tax purposes. According to the Internal Revenue Service (IRS), shareholders of S corporations report this flow-through of income and losses on their personal tax returns and pay income taxes at their individual income tax rates. In the state of Massachusetts, S corporations are considered the same as any for-profit corporation. The same closing procedure of canceling your registration with the Commonwealth of Massachusetts applies to all for-profit corporations in Massachusetts.
Cancel your trustee tax registration with the Massachusetts Department of Revenue (DOR) if the corporation has one. The corporation would have a trustee tax registration if it collected taxes and submitted them to the state, such as sales and use taxes. The cancellation can be completed on the Internet at the DOR’s WebFile for Business website or you can contact the Customer Service Bureau at 617-887-6367 or toll-free within Massachusetts at 800-392-6089.
Notify the DOR of the closing of the corporation by sending a letter written on corporate letterhead and signed by a corporate officer. State the intention to close and attach a copy of the vote that authorized the closing. Mail the paperwork to:
Customer Service Bureau P.O. Box 7010 Boston, MA 02204 Attn: Corporate Dissolutions.
File a final corporate excise tax return, Form 355S: Massachusetts S Corporation Excise Returns, Schedules and Instructions.
File an Articles of Dissolution with the Secretary of the Commonwealth of Massachusetts. The form is available on the Secretary of the Commonwealth website (see Resources) and must be typed. The website opens a .pdf file that allows you to type the information while online. Upon completion, print the form and mail to:
Secretary of the Commonwealth One Ashburton Place Boston, Massachusetts 02108-1512
Enclose a check made out to Commonwealth of Massachusetts for the 2010 filing fee of $100.