Question 1

How many annual reports does Massachusetts make me file before I can dissolve?

Accepted Answer

Up to ten years of them. 950 CMR 113.42 states that in order to file articles of dissolution with the Division, a corporation shall file all annual reports required to be filed by it for the last ten fiscal years. The Corporations Division repeats the rule on its own domestic-corporation page. There is a current-year wrinkle too: if the corporation has not completed its current fiscal year when it files, it will also owe a report for that year where more than six months have passed since the close of the prior fiscal year, or where it issued additional shares during the partial year. At $125 per paper report, $150 if a report was not filed timely, or $100 electronically, a long-dormant corporation can face a back-filing bill far larger than the dissolution fee. Note what an annual report is under Chapter 156D Section 16.22: a corporate information return listing the registered office and agent, principal office, directors and officers, authorized and outstanding shares and fiscal year. It is not a tax return.

Question 2

Do I need a Department of Revenue certificate to dissolve a Massachusetts corporation?

Accepted Answer

No. Massachusetts eliminated that step decades ago. Chapter 529 of the Acts of 1991, effective March 19, 1992, struck the requirement out of the predecessor statute, and the Department of Revenue explained the change in Technical Information Release 92-4: as a result, corporations no longer are required to obtain a Certificate of Good Standing for Dissolution Purposes from the Commissioner of Revenue before being dissolved by the Secretary of State. The Business Corporation Act that took effect in 2004 did not reinstate it. Searching the whole of Chapter 156D Part 14, the Secretary's corporate-filings regulation at 950 CMR 113.00, the Division's domestic-corporation instructions and both dissolution forms turns up no tax-clearance certificate, no certificate of good standing and no reference to the Commissioner of Revenue in connection with voluntary dissolution. Some corporations still request a Certificate of Good Standing for their own business reasons; the filing office does not ask for one.

Question 3

Where in Massachusetts law is a revenue certificate actually required, if not for dissolution?

Accepted Answer

In the reinstatement provision, which is the opposite direction of travel. Chapter 156D Section 14.22(a)(4) requires that an application to the Secretary for reinstatement after an administrative dissolution contain a certificate from the department of revenue reciting that all corporate excise taxes owed by the corporation, and any related penalties, have been paid. The Division restates it and adds that the application may instead contain a request to the department for that certificate, and that all annual reports owed for the last ten fiscal years must be filed to reinstate without limitation. Administrative dissolution is something the Commonwealth does to a delinquent corporation, not something the corporation files: Section 14.20(a) lets the Secretary begin the process where the corporation has failed to file reports with the Secretary or to file returns or pay taxes under Chapter 62C or Chapter 63 for two or more consecutive years, and Section 14.21(b) gives 90 days after notice to cure.

Question 4

How much does it cost to dissolve a corporation in Massachusetts?

Accepted Answer

The filing itself is $100. The Corporations Division fee table lists Articles of Dissolution at $100.00, and both dissolution form faces print Filing fee: $100. The short form carries the same $100, with no discount. Massachusetts puts no figure in the statute at all: Chapter 156D Section 1.22 directs the commissioner of administration to issue regulations prescribing the fees, and 950 CMR 113.13(1) in turn points to 801 CMR 4.00: Rates, so there is no competing statutory number to reconcile. Fax and online submissions add an expedited service fee scaled to the order subtotal, which is $10.00 in the $85.00 to $149.99 band, making an online dissolution $110. A mailed or walk-in paper filing pays the $100 alone. Checks go to the Commonwealth of Massachusetts. Two nearby figures are easy to confuse with the fee: a Certificate of Dissolution, which is evidence of the filing rather than the filing, is $7.00, and a Certificate of Good Standing from the Secretary is $12.00, flagged on the fee table itself as not a Tax Good Standing.

Question 5

Who has to approve dissolving a Massachusetts corporation?

Accepted Answer

Usually the board and then two thirds of the shareholders. Under Chapter 156D Section 14.02(b), the board of directors submits a proposal for and the terms of the proposed dissolution to the shareholders, and the shareholders entitled to vote approve it. Section 14.02(e) sets the default at approval by two thirds of all the votes entitled generally to be cast on the matter. The articles of organization or bylaws may raise that, add separate voting groups, or lower it, but a lower figure may not fall below a majority of all votes entitled to be cast. Section 14.02(a) allows a different route entirely where the articles of organization specify their own method or procedure for authorizing dissolution, though such a provision stops working once the shares become listed on a national securities exchange or regularly traded. Section 14.02(d) requires notice of the meeting to every shareholder, whether or not entitled to vote, stating that one purpose is to consider dissolving the corporation.

Question 6

Do I have to notify creditors when dissolving a Massachusetts corporation?

Accepted Answer

No, and that is the point worth understanding. Chapter 156D does not require notice to creditors before or after the filing. Sections 14.06 and 14.07 instead offer two optional procedures, and following them is what limits the assets a claim can later reach. For a known non-contingent claim the corporation disputes in good faith, Section 14.06(b) says the corporation may send written notice to the claimant, which must include a copy or summary of the section, state the disputed amount, describe what a claim statement must contain, give a mailing address, and set a deadline no earlier than three years after the effective date of dissolution or 120 days after the notice takes effect, whichever is later. For unknown claims, Section 14.07(b) says the corporation may publish notice one time in a newspaper of general circulation where its principal or last registered office was located, and, if it has a website, post the notice there until the earlier of 30 days or the site going down. A corporation that skips both simply never gets the cap.

Question 7

How long does a dissolved Massachusetts corporation stay exposed to claims?

Accepted Answer

Longer than the filing date suggests. Dissolution takes effect when the Division approves the articles, or on a later date the articles specify, which may be no more than 90 days from filing. From there Section 14.05(a) keeps the corporate existence alive for winding up, which includes making adequate provision for all existing and reasonably foreseeable debts, liabilities and obligations, whether or not liquidated, matured, asserted or contingent. If the corporation uses the optional Section 14.07 publication route, unknown claims run for three years after publication. The shareholder reach-back is on the same three-year clock: assets distributed to shareholders within three years of the effective date remain within reach of a capped claim. Where a rejected claim is involved, the claimant has until the later of the stated deadline and 90 days from the rejection to signal intent to sue, and the later of the deadline and 270 days to actually start the case. Section 14.40 sends assets owed to a creditor, claimant or shareholder who cannot be found to the Treasurer of the Commonwealth. A corporation that changes its mind has 120 days under Section 14.04(a) to revoke the dissolution.

Question 8

Can a Massachusetts corporation that never issued shares use the short dissolution form?

Accepted Answer

Yes, and it is a genuinely shorter document, though not a cheaper one. Chapter 156D Section 14.01 lets a majority of the incorporators or the initial directors dissolve a corporation that has not issued shares or has not commenced business. The Division publishes a separate form for it, Articles of Voluntary Dissolution of Corporation Which Has Not Issued Shares or Has Not Commenced Business, keyed to Section 14.01 and 950 CMR 113.40. Instead of vote tallies it asks for the date of incorporation, a check box for whether the incorporators or the initial directors authorized the dissolution, a check box for whether no shares were issued or business was never commenced, a statement that no debt of the corporation remains unpaid, and a statement that net assets remaining after winding up were distributed to the shareholders if shares were issued. The fee is still $100, and the ten-fiscal-year annual report requirement still applies. Neither Massachusetts form needs a notary: each is signed by one authorized individual identified as chairman of the board, president, another officer, or a court-appointed fiduciary.

Massachusetts Articles of Dissolution

Find out where you stand in Massachusetts

Introduction

Key Things to Know

Key decisions before you file

Customize your Articles of Dissolution Template with DocDraft

Massachusetts Requirements for Articles of Dissolution

Ten Fiscal Years of Annual Reports First

No Department of Revenue Certificate for Dissolution

The Revenue Certificate Belongs to Reinstatement, Not Dissolution

Articles of Voluntary Dissolution, One Filing, No Form Number

Two Thirds of All Votes Entitled to Be Cast

Filing Fee of $100, Plus an Expedited Fee Online

Creditor Notice Is Elective and Buys the Asset Cap

Short Form for No Shares or No Business, Same $100

Frequently Asked Questions