CORPORATE DISSOLUTION PACKET
MASSACHUSETTS
Electronic Version
STATUTORY REFERENCE
GENERAL LAWS OF MASSACHUSETTS
Title XXII, Chapter 156D, Part 14, Subdivision A: Voluntary Dissolution
INSTRUCTIONS
I. SPECIAL DISSOLUTION BY INCORPORATORS OR INITIAL DIRECTORS
If and only if the following circumstances apply, you may dissolve the Corporation by the
simple method described in § 14.01, below. If you use this method, use Form 1, below. If,
however, the Corporation has issued shares or commenced business, you may not use this
method. Proceed to the Section II.
G.L.c. 156D, § 14.01 . Dissolution By Incorporators Or Initial Directors
A majority of the incorporators or initial directors of a corporation that has not issued shares or
has not commenced business may dissolve the corporation by delivering to the secretary of
state for filing articles of dissolution that set forth:
(1) the name of the corporation;
(2) the date of its incorporation;
(3) either (i) that none of the corporation's shares has been issued or (ii) that the corporation has
not commenced business;
(4) that no debt of the corporation remains unpaid;
(5) that the net assets of the corporation remaining after winding up have been distributed to the
shareholders, if shares were issued; and
(6) that a majority of the incorporators or initial directors authorized the dissolution.
FORM 1
ARTICLES OF DISSOLUTION
DISSOLUTION BY INCORPORATORS OR INITIAL DIRECTORS
Use only if corporation has not issued shares or has not commenced business!
Download the form by clicking the link below, or copying the link into the address window of your web browser.
http://www.uslegalforms.com/dissolution/MA/MA-Diss-initial.pdf
The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely
circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from
http://www.adobe.com/products/acrobat/readstep2.html . The download is quick and easy.
Mail the original and one copy of the completed Articles and the $100.00 filing fee (Make check
payable to Secretary of the Commonwealth) to:
Secretary of the Commonwealth
Corporations Division
One Ashburton Place
Boston, Massachusetts 02108-1512
You may use the cover letter included in this package.
II. NORMAL DISSOLUTION BY BOARD OF DIRECTORS AND SHAREHOLDERS
G.L.c. 156D, § 14.02 . Dissolution By Board of Directors and Shareholders, Or Otherwise In
Accordance With Articles of Organization
(a) A corporation may voluntarily authorize dissolution by any method or procedure specified in
its articles of organization. The articles of organization may condition the availability of the
method or procedure on any basis. Notwithstanding anything else contained in this subsection,
any provision in the articles of organization adopted pursuant to this subsection shall cease to be
effective when shares of the corporation are listed on a national securities exchange …
(b) In the absence of any specified methods or procedures in the articles of organization, and in
addition to any methods or procedures so specified unless the articles of organization state that
the specified methods or procedures are exclusive, a corporation may voluntarily authorize
dissolution as follows:
(1) the board of directors shall submit a proposal for and terms of the proposed
dissolution to the shareholders [see, Form 2] ; and
(2) the shareholders entitled to vote shall approve the dissolution as provided in
subsection (e).
(c) The board of directors may condition any submission to the shareholders of a proposal for
dissolution under subsection (b) on any basis.
(d) The corporation shall notify [see, Form 3] each shareholder, whether or not entitled to vote,
of the proposed shareholders' meeting, in connection with any submission of a proposal for
dissolution under subsection (b), in accordance with section 7.05 [notice shall be given no fewer
than 7 nor more than 60 days before the meeting date]. The notice shall also state that the
purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.
(e) Unless (1) a greater percentage vote, or the vote of one or more additional separate voting
groups, is required by the articles of organization, pursuant to subsection (a) of section 7.27, by
the bylaws, pursuant to section 10.21, or by the board of directors, acting pursuant to subsection
(c) of this section, or (2) the articles provide for a lesser percentage vote, in accordance with
subsection (b) of section 7.27, and subject, except as otherwise permitted by subsection (a) of
this section, to the requirement that such lesser percentage be not less than a majority of all the
votes entitled to be cast on the proposal, adoption of the proposal to dissolve requires
approval by two-thirds of all the votes entitled generally to be cast on the matter by the
articles of organization.
G.L.c . 156D, § 14.03 . Articles of Dissolution [see, Form 4]
(a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the
secretary of state for filing articles of dissolution setting forth:
(1) the name of the corporation;
(2) the date dissolution was authorized;
(3) if dissolution was approved by the shareholders under subsection (b) of section
14.02:
(i) the number of votes entitled to be cast on the proposal to dissolve; and
(ii) either the total number of votes cast for and against dissolution or the total
number of undisputed votes cast for dissolution and a statement that the number cast for
dissolution was sufficient for approval.
(4) If voting by voting groups was required on a dissolution proposal under subsection
(b) of section 14.02, the information required by subparagraph (3) of this section shall be
separately provided for each voting group entitled to vote separately on the proposal to dissolve.
(5) If dissolution was authorized by a method or procedure specified in the articles of
organization pursuant to subsection (a) of section 14.02, the articles of dissolution shall set forth
such method or procedure, together with sufficient information to establish that the corporation
has complied therewith.
(b) A corporation is dissolved upon the effective date of its articles of dissolution.
G.L.c. 156D, § 14.04 . Revocation of Dissolution (omitted)
G.L.c. 156D, § 14.05 . Effect of Dissolution
(a) A dissolved corporation continues its corporate existence but may not carry on any business
except such as is necessary in connection with winding up and liquidating its business and
affairs, including:
(1) collecting its assets;
(2) disposing of its properties that will not be distributed in kind to its shareholders;
(3) making adequate provision, by payment or otherwise, and after giving effect to the
provisions of sections 14.06, 14.07 and 14.08, for all of the corporation's existing and reasonably
foreseeable debts, liabilities, and obligations, whether or not liquidated, matured, asserted, or
contingent;
(4) distributing its remaining property among its shareholders according to their
interests; and
(5) doing every other act necessary to wind up and liquidate its
business and affairs.
(b) Dissolution of a corporation shall not:
(1) transfer title to the corporation's property;
(2) prevent transfer of its shares or securities, although the authorization to dissolve
may provide for closing the corporation's share transfer records;
(3) subject its directors or officers to standards of conduct different from those
prescribed in PART 8;
(4) change quorum or voting requirements for its board of directors or shareholders;
change provisions for selection, resignation, or removal of its directors or officers or both; or
change provisions for amending its bylaws;
(5) prevent commencement of a proceeding by or against the corporation in its
corporate name;
(6) abate or suspend a proceeding pending by or against the corporation on the effective
date of dissolution; or
(7) terminate the authority of the registered agent of the corporation.
Editor’s Note : If you foresee the potential of claims for damages
(including but not limited to debts) against the Corporation, you
may impose certain limits on future claims by complying with the
following statutes. These measures are beyond the scope of this
Package, but we include them for your perusal and information. If
you foresee potential claims against the Corporation, we suggest
you contact a local attorney in order to protect the Corporation’s
interests using these and other measures.
G.L.c. 156D, § 14.06 . Known Non-Contingent Claims Against Dissolved Corporation
(a) With respect to any non-contingent claim against the corporation, whether or not matured,
known to the corporation at any time prior to the end of the 3-year period specified in clause (3)
of subsection (b) of section 14.07, to the extent that the corporation in good faith disputes the
claim, a dissolved corporation may, subject to paragraph (f), limit the assets out of which the
claim may be satisfied to the assets retained by the corporation plus, to the extent provided in
section 6.41, any assets distributed to its shareholders within 3 years after the effective date of
the corporation's dissolution, by following the procedure described in this section.
(b) The dissolved corporation may send notice in writing of the dissolution at any time after its
effective date to any known claimant whose claim the corporation disputes in whole or in part.
The written notice shall:
(1) include a copy or a summary of this section;
(2) state the amount of the claim that is disputed;
(3) state that the assets out of which the claim may be satisfied shall be limited as
provided in subsection (c) unless a statement of the claim is received within the deadline
specified in the notice by which the dissolved corporation shall receive the statement of the
claim, which deadline may not be earlier than 3 years after the effective date of the corporation's
dissolution or 120 days after the effective date of the written notice, whichever is later;
(4) describe the information that shall be included in the statement of the claim; and
(5) provide the mailing address to which the statement shall be sent.
(c) To the extent that the corporation in good faith disputes any non-contingent claim against the
corporation, whether or not matured, known to the corporation at any time before the end of the
3-year period specified in clause (3) of subsection (b) of section 14.07, and if written notice of
the claim was given under subsection (b), the assets out of which the claim may be satisfied shall
be limited, except as provided in subsection (a) of section 14.09, to the assets retained by the
corporation plus, to the extent provided in section 6.41, any assets distributed to its shareholders
within 3 years after the effective date of the corporation's dissolution:
(1) if a claimant does not deliver a statement of the claim to the dissolved corporation
by the specified deadline; or
(2) if a claimant, who has delivered a statement of the claim to the dissolved
corporation and the claim was rejected in writing by the dissolved corporation, does not furnish
notice to the corporation by the later of the specified deadline and 90 days from the effective date
of the rejection notice that the holder intends to commence a proceeding to enforce the claim,
and does not actually commence the proceeding by the later of the specified deadline and 270
days from the effective date of the rejection notice.
(d) If a claim described in subsection (a) has not been asserted against the dissolved corporation
and the corporation has reason to believe that the claimant is unaware of the claim, the claim
shall be considered to be unknown and subject to section 14.07 rather than section 14.06, unless
the notice described in subsection (b) contains a reasonable description of the claim the
corporation believes the claimant may have.
(e) The giving of notice by the dissolved corporation pursuant to section 14.06 is not evidence or
admission of the existence or validity of any claim or amount.
G.L.c. 156D, § 14.07 . Unknown Claims Against Dissolved Corporation
(a) With respect to any unknown claim against the corporation, including unknown contingent
claims, a dissolved corporation may limit the assets out of which the claim may be satisfied to
the assets retained by the corporation plus, to the extent provided in section 6.41, any assets
distributed to its shareholders within three years after the effective date of the corporation's
dissolution, by following the procedure described in this section.
(b) The dissolved corporation may publish notice of the dissolution at any time after its effective
date, and request that any person with a claim against the corporation send a statement of it in
accordance with the notice. The notice shall:
(1) be published 1 time in a newspaper of general circulation in the city, town or county
where the dissolved corporation's principal office, or, if none in the state, its registered office, is
or was last located and, if such dissolved corporation then has a website, posting the notice on
the website until the earlier to occur of 30 days or the discontinuance of such website, and, if the
dissolved corporation at the time of its dissolution had a class of securities registered under the
Securities Exchange Act of 1934, as amended, in addition at least once in a daily newspaper with
national circulation;
(2) describe the information that shall be included in the statement of the claim and
provide a mailing address where the statement is to be sent; and
(3) state that the assets out of which any unknown claim against the corporation,
including unknown contingent claims, may be satisfied will be limited as provided in subsection
(c) unless a statement of the claim is received within three years after the publication of the
notice.
(c) If the dissolved corporation follows the procedure in subsection (b), except as provided in
subsection (a) of section 14.09,
(1) the assets out of which any unknown claim described in paragraph (a) may be
satisfied will be limited to the assets retained by the corporation plus, to the extent provided in
section 6.41, any assets distributed to its shareholders within three years after the effective date
of the corporation's dissolution, if a statement of the claim is not presented to the corporation
within the three-year period specified in clause (3) of subsection (b), and
(2) the assets out of which any previously unknown non-contingent claim which has
been presented to the corporation and rejected in writing may be satisfied will be limited as
provided in clause (1) of subsection (c) if the claimant does not furnish notice to the corporation
by the later of the deadline specified in clause (1) of subsection (c) and 90 days from the
effective date of the rejection notice that the holder intends to commence a proceeding to enforce
the claim, and does not actually commence the proceeding by the later of the specified deadline
and 270 days from the effective date of the rejection notice.
G.L.c . 156D, § 14.08 . Creation of Reserves As Adequate Provision For Unasserted Product
Liability Claims and Known Contingent Claims Against Dissolved Corporation
(a) At any time after the end of the 3-year period specified in clause (3) of subsection (b) of
section 14.07, it shall constitute adequate provision by a dissolved corporation under subsection
(h) of section 6.40 and clause (3) of subsection (a) of section 14.05:
(1) for all unasserted claims for personal injury, wrongful death, loss of consortium or
property damage based upon products or services provided by the corporation which may
thereafter be asserted against the corporation, if the corporation
(i) sets aside in a reserve a reasonable amount of its assets, including by
purchasing paid-up insurance or obtaining an assumption of liability by a responsible third party,
to cover such claims, in compliance with subsection (b), and
(ii) publishes a notice as described in clause (1) of subsection (b) of section
14.07 stating that the corporation has complied with this section 14.08; and
(2) for all remaining known but still contingent claims against the corporation, if it
(i) creates a separate reserve in accordance with subclause (i) of clause (1) of
subsection (a) to cover such claims or increases by a reasonable amount the assets set aside in a
reserve for unasserted liability claims specified in clause (1) of subsection (a) and makes such
reserve also applicable to known but contingent claims, and
(ii) sends written notice to each holder of a known but still contingent claim
against the corporation stating that, pursuant to this section 14.08, if such claim thereafter
becomes due and payable and is not paid by the corporation, the assets out of which such claim
may be satisfied will be limited as provided in subsection (c).
(b) To meet the requirement of subsection (a) that the amount of assets set aside in a reserve be
reasonable, the directors or those acting in their place must comply with the applicable standards
of conduct under section 8.30 in determining the amount needed to provide for payment of the
category or categories of claims to which such reserve is directed, after taking into account any
other claims against the corporation for which the assets in such reserve might be reached
because of the lack of other adequate provision.
(c) With respect to any claims described in clause (1) and (2) of subsection (a) not paid by the
corporation, upon compliance by the dissolved corporation with subsections (a) and (b), except
as provided in section 14.09(a), the assets out of which the claims may be satisfied will be
limited to the assets retained by the corporation, including the applicable reserve created
pursuant to subsection (a), plus, to the extent provided in section 6.41, any assets distributed to
shareholders within 3 years after the effective date of the corporation's dissolution.
FORM 2
PROPOSAL OF THE BOARD OF DIRECTORS
FOR DISSOLUTION OF THE CORPORATION
(TO BE VOTED UPON BY THE SHAREHOLDERS )
PROPOSAL OF THE BOARD OF DIRECTORS
FOR DISSOLUTION OF
___________________________________
Pursuant to Notice or Waiver of Notice, at a regular or special meeting of the Directors of
___________________________________ , a Massachusetts corporation, upon motion duly
made and seconded, it was resolved to submit the following proposal to the shareholders for a
vote thereon:
PROPOSAL: To take all action necessary to dissolve the corporation and resolve all
matters related to said dissolution.
Other terms and conditions:
The Board of Directors:
Recommends that the shareholders vote in favor of dissolution.
Is silent regarding recommendation due to the following conflicts of interest or special
circumstances: [describe]
Dated this the _____ day of ___________________, 20____.
_____________________________________
Director
_____________________________________
Director
_____________________________________
Director
Attest:
_____________________________________
Secretary
FORM 3
NOTICE OF SPECIAL MEETING
Mail a true and correct copy of this Notice to the address of each shareholder on the records of
the Corporation so as to arrive at least 7 days prior to, but not more than 60 days prior to, such
special meeting.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
OF
___________________________________
Pursuant to the By-Laws of the Corporation, a special meeting of the Shareholders of
___________________________________ , a Massachusetts corporation is called for the
_____ day of _______________ , 20 _____ , at _____ o’clock, _ .m., to be held at the following
address:
___________________________________
___________________________________
___________________________________
___________________________________
The Purpose of the meeting is to seek stockholder approval of the Proposal to Dissolve
Corporation heretofore adopted by resolution of the Board of Directors.
This Notice given on this the _____ day of _______________ , 20 _____ , by the Secretary of the
Corporation at the direction of the Board of Directors, by mailing a true and correct copy of this
Notice to the address of each shareholder on the records of the Corporation so as to arrive at least
7 days prior to, but not more than 60 days prior to, such special meeting.
_________________________________
Secretary
FORM 4
ARTICLES OF DISSOLUTION
Download the form by clicking the link below, or copying the link into the address window of your web browser.
http://www.uslegalforms.com/dissolution/MA/MA-Diss.pdf
The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely
circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from
http://www.adobe.com/products/acrobat/readstep2.html . The download is quick and easy.
Fill out this form, and mail in the completed original
and one copy, with the $100.00 filing fee.
TRANSMITTAL LETTER
Return Name and Address
____________________________________
____________________________________
____________________________________
____________________________________
Date:
Secretary of the Commonwealth
Corporations Division
One Ashburton Place
Boston, Massachusetts 02108-1512
Re: Articles of Dissolution
Dear Sir or Madam:
Enclosed please find an original and one copy of Articles of Dissolution and the filing fee of
$100.00.
Please file and provide a filed copy to me.
Please contact me at the above address if you require anything further.
With kindest regards, I am
Sincerely yours,
______________________________
Signature
