Voluntary Dissolution of Corporation

The following is the procedure which shall be used to voluntarily dissolve a corporation in accordance with M.G.L. c. 156B, § 100: (1) Dissolution may be authorized: (a) by two thirds vote of each class of stock outstanding and entitled to vote; or (b) by compliance with provisions of its Articles of Organization; (2) Within 30 days of the date of such authorization, the corporation shall mail notice of dissolution to the Commissioner of Revenue; (3) Annual reports must be filed for the previous ten fiscal year ends that occur prior to the filing of articles of dissolution; (4) If dissolution occurs prior to the end of the fiscal year, a final annual report must be filed if the corporation is six months or more into its fiscal year or if it has issued stock during that partial fiscal year; (5) Any amendments or changes that have taken place during the partial fiscal year must be filed on the appropriate forms; (6) After fulfilling the notice requirements, the corporation shall submit to the Division the articles of dissolution which shall contain the following information: (a) the name of corporation; (b) the street address of its principal office in the Commonwealth; (c) the name and post office address of each of the directors and officers of the corporation; (d) a statement that dissolution was duly authorized and the date of such action; (e) a statement that notice of the proposed dissolution was properly given to the Commissioner of Revenue as required by law; (f) any other provision deemed necessary for corporations dissolution; and (g) the effective date of dissolution which shall be the date they are filed with the Division unless said articles specify a later effective date not more than 30 days after such filing. (7) The articles of dissolution shall constitute an amendment of the Articles of Organization as in 950 CMR 104.09. (8) At any time before the filing of the articles of dissolution, the corporation may authorize the abandonment of the dissolution proceedings.