| Agency | City or town clerk where the business operates, plus the Secretary of the Commonwealth for the entity |
|---|---|
| What you do | A discontinuance of the old business certificate, then the buyer files a new one; the seller decides whether to dissolve the entity |
| When | Handle the certificate when the business changes hands, and decide on the entity after the closing money is settled |
Watch for this: A seller who leaves the old certificate on file stays linked to the business name in the town's records.
What a business certificate is
In Massachusetts, a person or company doing business under a name other than its own files a business certificate, often called a DBA, with the clerk of the city or town where it operates.
These certificates are valid for four years in most towns and are renewed on a schedule. Each clerk sets its own fees and forms.
What changes when you sell
If the buyer takes over the name and the operation, the old certificate should be discontinued and the buyer files a new one in the buyer's own name. Some clerks handle a full ownership change that way, while others offer a change form.
Check with the clerk in your town before closing. Cambridge, Boston, Quincy and others publish their own forms and fees.
Why it matters after closing
Banks, landlords and vendors look at the clerk's records. A certificate still in your name can tie you to the business when someone searches the name.
A discontinuance also shows the date you stopped operating, which helps if a question arises later.
The entity itself
If you sold assets and your LLC or corporation now holds only cash, decide whether to keep it open or dissolve it.
Dissolution goes through the Secretary of the Commonwealth, and your attorney will want the final tax and payroll items finished first.
Do not dissolve too early. Warranty claims, holdbacks and tax reviews can still need the entity.
A simple order of operations
- Sign the purchase agreement and settle the name rights
- Discontinue the old certificate at the clerk on the closing date
- Close your tax and payroll accounts
- Decide on dissolving the entity after holdbacks end
Links to the other steps
Start with the tax accounts guide, since the entity should not close with returns missing. Read the bulk sale notice guide for the state's view of an asset sale.
When you are ready to see the price side, request a value estimate.
Contracts and accounts in the old name
Leases, vendor accounts, insurance policies and phone numbers may also sit in your business name. List each one and decide whether it transfers, ends or stays with you.
A bank account in the old name can stay open for a while to receive late payments, but tell customers where to send checks so money does not land in the wrong place.
This page is general information and not tax or legal advice. Confirm local fees and steps with the clerk, your CPA and your attorney before you rely on them.