Nonprofit Corporation Administrative Dissolution and Reinstatement in Massachusetts

At a glance

Requirements one by one

Annual certificate and charter revocation

A covered ch. 180 nonprofit must send the state secretary an annual certificate by November 1 (ch. 180 § 26A(1)). After two successive years without it, the Secretary mails a default notice. Failure to submit the missing certificates within 90 days after notice is sufficient cause for the Secretary to revoke the charter (§ 26A(4)). Section 26A(5) excludes specified churches, schools, charitable hospitals, exempt library associations, and certain older political-party corporations from this reporting provision. The statute does not make revocation automatic on the missed-report date.

The resident-agent rule imported from ch. 156B § 49 says a corporation may appoint an agent. The annual-certificate revocation ground in § 26A(4) concerns the missed certificates.

What remains after termination

Chapter 180 § 10C imports ch. 156B § 102. A terminated corporation continues as a body corporate for three years to sue or defend, settle affairs, dispose of property and distribute remaining assets after debts. It cannot continue its ordinary activities under that provision. A suit started before or during the three years extends existence for that suit until 90 days after final judgment.

Revival

Chapter 180 § 10C also imports ch. 156B § 108. An interested party may ask the Secretary to revive the corporation for all purposes or specified purposes. The Secretary may impose reasonable fees and other terms. Under 950 CMR 104.18, the application identifies the corporation, applicant and interest, termination circumstances, interval activities, reasons, and requested period, and is signed under penalties of perjury. A general revival requires annual reports for the previous ten fiscal years; a limited revival may last up to one year. Changes in officers, principal office, resident agent, or fiscal year need the appropriate change form.

The revival certificate takes effect when filed. General revival restores powers, duties and obligations as if the corporation had not been dissolved, subject to certificate limits, and confirms qualifying interval acts (§ 108). The currently linked Secretary application form displays a filing fee, while § 108 allows the Secretary to set reasonable fees; confirm the fee on the current filing form.

What trips people up

The 90-day cure follows two missed annual certificates. The ten-year figure in 950 CMR 104.18 is a catch-up report period for general revival, not a deadline to apply. Limited revival uses different terms and can last at most one year.

Common questions

Can someone other than a former officer request revival?

Yes. Chapter 156B § 108 permits an interested party to apply; 950 CMR 104.18 requires the applicant to describe that interest.

Does a revived nonprofit need to change its name?

The revival application states the corporation’s name, and ch. 156B § 108 lets the Secretary set terms in the revival certificate.

Statutes and sources

Mass. Gen. Laws ch. 180, § 26A(1)

Every corporation heretofore or hereafter organized under general or special law for any purpose mentioned in section four, every corporation to which the provisions of chapter one hundred and fifty-six do not apply and which is licensed to conduct a horse racing meeting in connection with a state or county fair, and every corporation organized for the purpose of conducting a school of medicine, shall annually, on or before November first, prepare and submit to the state secretary a certificate which shall be signed under the penalties of perjury by an officer of such corporation, stating:—

Source: https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter180/Section26A (accessed 2026-09-28).

Mass. Gen. Laws ch. 180, § 26A(3)–(5)

(3) The state secretary shall examine such certificate, and if he finds that it conforms to the requirements of this chapter he shall, upon payment of a fee to be determined annually by the commissioner of administration under the provision of section three B of chapter seven, file the same in his office. (4) If the corporation fails to submit its certificate for two successive years, the state secretary shall give notice thereof by mail, postage prepaid, to such corporation in default. Failure of such corporation to submit the required certificates within ninety days after the notice of default has been given shall be sufficient cause for the revocation of its charter by the state secretary. (5) This section shall not apply to a church or religious organization, a non-profit school or college, a corporation organized prior to January first, nineteen hundred and twenty-three, under the laws of this commonwealth and having as part of its name the name of a political party as defined by law, a charitable hospital, or a library association whose real or personal property is exempt from taxation.

Source: https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter180/Section26A (accessed 2026-09-28).

Mass. Gen. Laws ch. 180, § 10C

Every corporation shall, except as otherwise provided in this chapter, be subject to sections six, eight, ten, eleven, fourteen, thirty-two, thirty-five, thirty-seven, thirty-eight A, forty-three, forty-nine, fifty-five, fifty-six, fifty-seven, fifty-eight, fifty-nine, sixty-eight, sixty-nine, one hundred and two, one hundred and four, one hundred and five, one hundred and six, one hundred and eight, and one hundred and fifteen of chapter one hundred and fifty-six B, except that the provisions of section fifty-five of said chapter one hundred and fifty-six B shall not affect the requirement under section eleven A of this chapter concerning the authorization of a petition for the dissolution of a charitable corporation constituting a public charity.

Source: https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter180/Section10C (accessed 2026-09-28).

Mass. Gen. Laws ch. 156B, § 49

Any corporation may by vote of its directors appoint a resident agent as its true and lawful attorney upon whom all lawful processes in any action or proceeding against such corporation may be served.

Source: https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter156B/Section49 (accessed 2026-09-28).

Mass. Gen. Laws ch. 156B, § 102

Every corporation whose corporate existence for other purposes is terminated (1) by dissolution under the provisions of section ninety-nine, one hundred, or one hundred and one, (2) by the expiration of the period for its duration limited by its articles of organization, or (3) in any other manner, shall nevertheless be continued as a body corporate for three years after the time when its existence is terminated, for the purpose of prosecuting and defending suits by or against it and of enabling it gradually to settle and close its affairs, to dispose of and convey its property to any person and to make distributions to its stockholders of any assets remaining after the payment of its debts and obligations, but not for the purpose of continuing the business for which it was established; provided, that the corporate existence of such a corporation, for the purposes of any suit brought by or against it prior to the commencement of, or during, said period of three years, shall continue beyond said period for a further period of ninety days after the final judgment in the suit.

Source: https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter156B/Section102 (accessed 2026-09-28).

Mass. Gen. Laws ch. 156B, § 108

If the state secretary finds that the existence of a corporation has terminated in any manner and that such corporation ought to be revived for all purposes or for any specified purpose or purposes with or without limitation of time, he may, upon application by an interested party, file in his office a certificate in such form as he may prescribe reviving such corporation. The state secretary may subject the revival of such corporation to such terms and conditions, including the payment of reasonable fees, as in his judgment the public interest may require. Upon the filing of a certificate reviving a corporation for all purposes, said corporation shall stand revived with the same powers, duties and obligations as if it had not been dissolved, except as otherwise provided in said certificate; and all acts and proceedings of its officers, directors and stockholders, acting or purporting to act as such, which would have been legal and valid but for such dissolution, shall, except as aforesaid, stand ratified and confirmed. If such a corporation is revived as aforesaid for a limited time or for any specified purpose or purposes, it shall stand revived for such time or for the accomplishment of such purpose or purposes in accordance with the terms of the state secretary's certificate. For cause shown to his satisfaction, the state secretary may, by certificate filed as aforesaid, extend the time for which a corporation revived for a limited time shall stand revived. A certificate filed by the state secretary pursuant to this section shall constitute an amendment of the articles of organization of the corporation, effective when filed.

Source: https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter156B/Section108 (accessed 2026-09-28).

950 CMR 104.18

A corporation which has been terminated in any manner may be revived by the Division upon application by an interested party. The application for revival shall contain the following information: (a) name of corporation; (b) name and address of applicant; (c) interest of applicant in the revival of the corporation; (d) date of termination; circumstances of termination; and provisions of General Laws under which termination was effected; (e) a complete description of the activities of the corporation since its termination; (f) reason or reasons for revival of corporation; (g) period of time sought for revival; (i) signature of applicant under penalties of perjury. (2) Upon acceptance of the application and payment of the proper fee or fees the Division shall file a Revival Certificate in its offices reviving the corporation pursuant to M.G.L. c 156B, § 108. A corporation may be revived for an indefinite time by general revival, or for a limited period of time not to exceed one year. In the case of a general revival, annual reports must be filed for the previous ten fiscal years before the Division will revive the corporation. In the case of a limited revival the corporation shall stand revived for the time defined, or for the accomplishment of such purpose or purposes, in accordance with the Revival Certificate. Upon the filing of a general revival the corporation shall stand revived with the same powers, duties, and obligations as if it had not been dissolved, except as otherwise provided in the Revival Certificate. A Revival Certificate filed by the Division shall constitute an amendment as in 950 CMR 104.09. For all revivals, if non-permanent information, such as names and addresses of officers, location of principal office, the name and address of the resident agent or fiscal year have been changed, the corporation must file the appropriate change form with the Division.

Source: https://www.mass.gov/doc/950-cmr-104-business-corporations/download (accessed 2026-09-28).

Secretary of the Commonwealth, nonprofit revival guidance

A non-profit corporation may be revived at any time following its dissolution for all or limited purposes by any interested person by filing an application for revival. In order to effect a general revival, all annual reports owed for the last ten (10) fiscal years must be filed. M.G.L.A. Chapter 180, § 10C; M.G.L.A. c156B § 108; 950 CMR 104.18.

Source: https://www.sec.state.ma.us/divisions/corporations/filing-by-subject/corporations/corporations-domestic-non-profit.htm (accessed 2026-09-28).

Secretary of the Commonwealth nonprofit revival form

Filing Fee: $40.00

Source: https://www.sec.state.ma.us/divisions/corporations/download/180arev.pdf (accessed 2026-09-28).