Massachusetts General Laws

Mass. Gen. Laws ch. 156C, § 14 (2026)

Cancellation of certificate of organization

✓ current as of July 2026
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Section 14. A certificate of organization shall be cancelled upon the dissolution and the completion of winding up of a limited liability company, or at any other time there are no members, or upon the filing of a certificate of consolidation or merger if the limited liability company is not the resulting or surviving entity in a consolidation or merger. A certificate of cancellation shall be filed in the office of the state secretary to accomplish the cancellation of a certificate of organization upon the dissolution and the completion of winding up of a limited liability company or at any other time there are no members and shall set forth:

(1) the name of the limited liability company;

(2) the date of filing of its certificate of organization;

(3) the reason for filing the certificate of cancellation;

(4) the effective date, which shall be a date certain, of cancellation if it is not to be effective upon the filing of the certificate; and

(5) any other information the person filing the certificate of cancellation determines.

Notes of Decisions
Cited in 1 case, 2014–2014 · leading case: Marina Sales & Serv., LLC v. Theoharidis, 2014 Mass. App. Div. 55 (Mass. Dist. Ct., App. Div. 2014).
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Marina Sales & Serv., LLC v. Theoharidis, 2014 Mass. App. Div. 55 (Mass. Dist. Ct., App. Div. 2014). “G.L.c. 156C, §14. *57 Based on the uncontroverted Kane affidavits, the LLC ceased business operations in January, 2010, which thus was the effective date of dissolution.”
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