Massachusetts: Corporation Reinstatement and Revival Requirements
The short answer
A Massachusetts domestic business corporation administratively dissolved after July 1, 2004 may apply for reinstatement at any time. The filing must establish that the grounds are gone, address name and agent information, and include Department of Revenue clearance or a request for it; unlimited reinstatement also requires the prior ten fiscal years' annual reports. The Secretary may limit the reinstatement's purpose or duration, and full relation back applies only when the certificate gives that effect.
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This is the general rule in Massachusetts. Ask about your specific facts and see which parts of current Massachusetts law apply, with citations to the statutes.
| Eligible inactive status | Administrative dissolution after a 2-year report/tax default or an inactive/public-interest finding, written notice, and 90-day cure; post-July 1, 2004 entities use § 14.22, while older dissolutions use the separate revival route (§§ 14.20-.22; official forms page) |
|---|---|
| Filing window | At any time after administrative dissolution; the current form offers unlimited reinstatement or a limited period of no more than 1 year (§ 14.22(a), (c); official form) |
| Application or certificate contents | Exact name; registered office and agent; dissolution date; statement that grounds did not exist or were eliminated; name compliance; effective date; DOR clearance/request; and unlimited or limited scope (§ 14.22(a); official form) |
| Reports, taxes, fees, and penalties | DOR certificate that all corporate excise taxes and related penalties are paid, or a request for that certificate; unlimited reinstatement also requires annual reports owed for the prior 10 fiscal years (§ 14.22(a)(4); official form/page) |
| Name and registered-agent cure | If the name fails § 4.01, simultaneously file a name amendment; the form supplies current office/agent data, and a missing or changed agent/office uses a separate appointment/change filing with written agent consent (official form/page) |
| Approval and signature | Chair of the board, president, another officer, or court-appointed fiduciary signs; state name and capacity. Seal, attestation, acknowledgment, and verification are optional (§ 1.20(f)-(g)) |
| Filing office and method | Secretary of the Commonwealth, Corporations Division; mail/hand delivery or fax. Reinstatement cannot be filed electronically; fax requires the bar-coded Fax Voucher Coversheet as the only coversheet (official fee schedule/fax instructions) |
| Fixed filing fee and expediting | $100 by mail or hand delivery; $110 total by fax, including the $10 expedite fee. Annual reports, taxes, penalties, and any amendment or agent filing are additional (official fee schedule) |
| Legal effect and third parties | Secretary may reinstate for all or specified purposes, with or without a time limit. Relation back, original powers/duties, corporate liability, and ratification of otherwise-valid interim acts apply only when the certificate gives that effect and remain subject to stated exceptions (§ 14.22(c)-(d)) |
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Requirements one by one
Confirm which Massachusetts dissolution route applies
Mass. Gen. Laws ch. 156D, § 14.20 permits administrative dissolution after two
consecutive years of failures involving Secretary reports, tax returns, or taxes
under chapters 62C or 63. It also permits dissolution when the Secretary is
satisfied that the corporation has become inactive and dissolution serves the
public interest.
The Secretary must first notify the registered agent in writing at the registered
office, or by consented email. Section 14.21 gives the corporation 90 days after
notice to correct every ground or show that it does not exist. An administratively
dissolved corporation continues to exist, but its business is limited to winding
up, liquidating, and notifying claimants.
The current forms page separates corporations administratively dissolved after
July 1, 2004 from older entities. The former use § 14.22 reinstatement. A
corporation dissolved voluntarily or administratively before that date uses the
separate chapter 156B revival application.
Choose the duration and requested effective date
Mass. Gen. Laws ch. 156D, § 14.22(a) has no outside filing deadline: the
corporation may apply “at any time.” The form asks the applicant to choose
reinstatement without limitation or a limited reinstatement of no more than one
year.
The form also permits a later effective date no more than 90 days after filing.
That 90-day limit concerns a requested future effective date; it is not a deadline
to seek reinstatement.
Complete the application and revenue-clearance step
The statute requires the corporate name, the administrative-dissolution effective
date, a statement that each ground did not exist or was eliminated, a statement
that the name satisfies § 4.01, and a Department of Revenue certificate stating
that all corporate excise taxes and related penalties were paid.
The current form adds the registered office and agent, requested effective date,
and requested scope. It permits the filing to contain a request to the Department
of Revenue for the certificate instead of attaching an already-issued certificate.
File the ten-year reports for unlimited reinstatement
The current application and forms page require all annual reports owed for the
previous ten fiscal years if the corporation requests reinstatement without
limitation. A limited reinstatement therefore is not the same as clearing the
record for unrestricted ongoing business.
The fee schedule lists domestic-corporation annual reports at $125 by paper, or
$100 plus a $10 expedite fee by fax or electronic filing. Late variants are
higher, but the schedule says late fees are waived for paper annual reports filed
following administrative dissolution. Those entity-specific report charges are
separate from the reinstatement filing fee.
Correct the name and registered-agent record separately
If the current name does not satisfy § 4.01, the reinstatement form requires a
simultaneous certificate of amendment adopting a compliant name. The application
also asks for the current registered office and registered agent.
The domestic-corporation forms page says a corporation with no registered agent
must file a statement of appointment and include the agent's written consent. A
change of agent or office uses the separate statement of change, again with
written consent for the new appointment.
Use an authorized signer without adding a notary
Mass. Gen. Laws ch. 156D, § 1.20(f) permits the board chair, president, another
officer, or a court-appointed receiver, trustee, or other fiduciary to execute the
filing when applicable. The current form uses those same signer categories.
The signer states a name and capacity. Section 1.20(g) says a corporate seal,
attestation, acknowledgment, and verification are optional, so the application
does not require notarization.
Send the filing with the correct method and charge
Mass. Gen. Laws ch. 156D, § 1.20 requires delivery to the Secretary with the
correct filing fee and other required payments. Section 1.22 assigns fee-setting
to regulations. The current fee schedule lists $100 by mail or hand delivery and
$100 plus a $10 expedite fee by fax; it says reinstatement cannot be filed
electronically.
A fax submission needs the bar-coded Fax Voucher Coversheet as its first and only
coversheet. The Secretary says fax filings are generally processed the same
business day and no later than the following business day, but applicants should
confirm acceptance in the corporate database or rejected-filings viewer.
Read the certificate before relying on relation back
Mass. Gen. Laws ch. 156D, § 14.22(c) lets the Secretary make reinstatement
effective for all purposes or only specified purposes, with or without a time
limit. Full relation back is conditional: it applies if the reinstatement is for
all purposes or the Secretary expressly makes it effective for the statutory
relation-back sentence.
When that condition is met, the statute restores the corporation's original
powers and duties, treats corporate liability for earlier contracts and acts as
if dissolution never occurred, and ratifies officer, director, and shareholder
acts that would otherwise have been valid. Each effect remains subject to any
exception the Secretary specifies. The certificate itself becomes an amendment
to the articles, and the Secretary may later amend its purpose or time limits for
cause.
What trips people up
The ten-report rule turns on the scope requested, not merely the age of the
dissolution. A corporation seeking unlimited reinstatement must supply every owed
annual report within the prior ten-fiscal-year lookback even though § 14.22 allows
the reinstatement application itself at any time.
Do not treat the $100 filing charge as the whole cure amount. Corporate excise
taxes, related penalties, annual-report charges, and any separate name amendment
or agent filing can add to it.
Most importantly, do not assume every reinstatement certificate gives full
retroactive effect. Massachusetts authorizes purpose-limited and time-limited
reinstatement, so the filed certificate controls whether the statute's relation-
back and ratification language applies.
Common questions
Can a corporation apply more than ten years after dissolution?
Yes. Section 14.22 permits an application at any time. The ten-year concept is a
lookback for owed annual reports when unlimited reinstatement is requested, not
an outside filing deadline.
Must the Department of Revenue certificate already be in hand?
Not necessarily. The statute calls for the certificate, while the current
Secretary form permits either attaching it or including a request to the
Department of Revenue for the certificate.
Does the application require shareholder approval?
The current statute and application identify authorized signers but do not state
a shareholder-vote requirement for this filing. Governing documents and a
particular corporation's internal authority can still matter beyond the filing
formalities surveyed here.
Statutes and sources
- Mass. Gen. Laws ch. 156D, § 14.20 — administrative-dissolution grounds (accessed 2026-08-02).
- Mass. Gen. Laws ch. 156D, § 14.21 — notice, cure, and dissolution effect (accessed 2026-08-02).
- Mass. Gen. Laws ch. 156D, § 14.22 — application, Secretary discretion, relation back, and certificate effect (accessed 2026-08-02).
- Mass. Gen. Laws ch. 156D, § 1.20 — filing and signature requirements (accessed 2026-08-02).
- Mass. Gen. Laws ch. 156D, § 1.22 — fee regulations (accessed 2026-08-02).
- Application for Reinstatement Following Administrative Dissolution — current form, scope choices, DOR request, ten-report condition, and $100 filing fee (accessed 2026-08-02).
- Domestic Corporation Forms — current reinstatement, revival, name, and agent filing instructions (accessed 2026-08-02).
- Corporation Division Fee Schedule — filing-method charges and related report/agent fees (accessed 2026-08-02).
- Filing by Fax — voucher and processing instructions (accessed 2026-08-02).
Source links
Every statute quoted above, linked, with the date we checked it.
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