Nonprofit Corporation Voluntary Dissolution Filing Requirements in Massachusetts

At a glance

Requirements one by one

Entity and destination

Massachusetts separates noncharitable nonprofits from public charities. Under chapter 180, § 11, a noncharitable corporation petitions the Supreme Judicial Court or Superior Court. Under § 11A, a public charity uses the Attorney General's Division of Public Charities if it has no remaining assets; otherwise it petitions the Supreme Judicial Court for dissolution and administration of its funds. Section 11A expressly makes its procedure the sole voluntary dissolution method for charitable corporations.

Inactivity and the assetless route

Section 11A(c) permits the Division to approve when satisfied that the corporation has or will become inactive and dissolution serves the public interest. Its asset test is no remaining assets. This route concerns the corporation's situation at dissolution, rather than only an organization that never began activities. Section 11 supplies the ordinary petition route for noncharitable corporations wishing to close their affairs.

Board authorization

Section 11A(b) defaults to a majority of directors entitled to vote. A public charity with member classes may assign authorization to members or require their approval through the listed articles or qualifying bylaw provisions. Chapter 180, § 10C incorporates selected business-corporation rules subject to the chapter's own provisions and expressly preserves the charitable petition-authorization requirement against the committee provision's effect.

Member approval and meetings

Section 11 uses a majority of legally qualified members as the noncharitable default, unless its articles provide otherwise. Section 11A(b)'s member-assigned charitable route uses a majority of members entitled to vote. Neither denominator is described as merely a majority of votes cast.

Section 6A permits bylaws to determine meeting calls, conduct, quorum, and proxy mechanics except as otherwise expressly provided. It permits a member to vote in person or by proxy unless the articles or bylaws provide otherwise. The statutory default proxy expires six months after its date and at final adjournment of its specified meeting.

Notice and outside approval

Section 11 requires the notice the court orders and a hearing before the court may decree noncharitable dissolution. Section 11A(c) instead directs an assetless charitable petition, grounds, and prescribed forms, affidavits, and information to the Division.

For a charity with assets, § 11A(d) requires a Supreme Judicial Court petition asking the court to authorize administration of the funds for similar public charitable purposes. The statute allows the court, by rule or order, to create designated asset-level or other circumstances in which Division approval replaces a court petition and authorization. That permission does not itself establish a dollar cutoff.

Petition contents and signing

Sections 11 and 11A require the substance of the dissolution grounds. The asset-bearing charity's petition also seeks charitable administration of its funds. The Division's prescribed materials add forms and affidavits under § 11A(c); its current guidance requires an officer certificate of the authorization action. Its administrative-petition sample provides an officer, director, or representing attorney attestation under pains and penalties of perjury.

For court pleadings, current Civil Procedure Rule 11(a) requires at least one Massachusetts-admitted attorney to sign a represented party's pleading in the attorney's name and provide the listed contact information. Its separate verification provision accommodates a party or someone with knowledge acting for the party. The statutory corporate approval and the signature on the submitted petition are separate requirements.

Fee and dissolution effect

Chapter 262, § 4 sets the Supreme Judicial Court petition fee at $300; § 4C adds $15, totaling $315. A Superior Court petition uses § 4A's $240 entry fee and $20 civil-case security fee plus the $15 surcharge, totaling $275. The Attorney General's current dissolution guidance says the Division's administrative route has no dissolution filing fee.

Section 11 provides that corporate existence ceases on dissolution, subject to continuation for closing affairs, receivers, and revival. A court clerk promptly returns the corporation's name and decree date to the Secretary; the Secretary then notifies the last recorded corporate clerk. Under § 11A(c), the Division approves the qualifying assetless charitable dissolution; the asset-bearing route requires the court authorization described above.

Revival

Through chapter 180, § 10C, chapter 156B, § 108 permits an interested party to apply to the Secretary for revival after existence has terminated. The Secretary decides whether revival is appropriate, may limit its purposes or time, and may impose public-interest terms and reasonable fees. Filing a general revival certificate restores corporate powers, duties, and obligations as if dissolution had not occurred, subject to the certificate's provisions.

Continued powers and charitable funds

Chapter 156B, § 102, incorporated by chapter 180, § 10C, continues the corporation for three years for litigation, gradual settlement, conveyance, and distribution after debts and obligations are paid. Ordinary business is excluded from that continuation. Section 11A(d) independently requires similar public charitable purposes for the court's administration of a dissolving charity's funds.

What trips people up

Court signatures change on January 1, 2027. The replacement Rule 11(a)(1) adds the attorney's firm, if any, and Board of Bar Overseers number to its required identifying information; replacement Rule 11(a)(3)(A) expressly describes electronic signatures for pleadings. Check the rule effective when the court papers are submitted.

Common questions

Can a pending lawsuit last beyond the three-year continuation period? Chapter 156B, § 102 continues existence for a suit begun before or during that period until 90 days after final judgment.

Does general revival validate actions taken during dissolution? Section 108 ratifies eligible acts and proceedings that would have been valid but for dissolution, subject to exceptions in the revival certificate.

Statutes and sources

• Mass. Gen. Laws ch. 180, § 11 — “Section 11: Dissolution; non-charitable corporation Section 11. A corporation which does not constitute a public charity and which desires to close its affairs may, unless otherwise provided in its articles of organization, by the vote of a majority of its members legally qualified to vote in meetings of the corporation, authorize a petition for its dissolution to be filed in the supreme judicial or superior court setting forth in substance the grounds of the application; and after such notice as the court may order and after hearing, the court may decree a dissolution of the corporation. Upon any dissolution in accordance with this chapter, the existence of the corporation shall cease, subject to applicable provisions of law for continuation to close its affairs, for the appointment of receivers and for revival. Upon dissolution of a corporation in accordance with this chapter, the clerk of the court in which the decree therefor is entered shall forthwith make return thereof to the state secretary giving the name of the corporation and the date upon which such decree was entered. The state secretary shall thereupon notify the person shown by his records to have last served as clerk of the corporation of the entry of such decree and the date thereof.” Official Massachusetts source. Accessed 2026-09-29.

• Mass. Gen. Laws ch. 180, § 11A — “Section 11A: Dissolution; voluntary; charitable corporation Section 11A. (a) A charitable corporation constituting a public charity organized under any general or special law, which desires to voluntarily windup and close its affairs, may authorize its dissolution in accordance with this section. This section shall constitute the sole method for the voluntary dissolution of a charitable corporation. (b) A petition for dissolution shall be authorized by vote of a majority of the corporation's board of directors entitled to vote thereon; provided, however, that if the corporation has 1 or more classes of members, the corporation may, in its articles of incorporation, in a by-law adopted by the incorporators under section 3 or in a by-law adopted by the members, assign the power of authorization to the members acting by majority vote of the members entitled to vote thereon or provide that the exercise of the power shall be subject to approval by the members. (c) If the corporation has no remaining assets, the petition for dissolution shall be submitted to the division of public charities of the office of the attorney general setting forth in substance the grounds of the application for dissolution together with the forms, affidavits and information as the division from time to time may prescribe. If the division is satisfied that the corporation has or will become inactive and that its dissolution would be in the public interest, the division may approve the dissolution of the corporation. (d) If the corporation has remaining assets, the petition for its dissolution shall be filed in the supreme judicial court setting forth in substance the grounds for the application for dissolution and requesting the court to authorize the administration of its funds for similar public charitable purposes as the court may determine. The supreme judicial court may, by rule or order, provide that the petition and court authorization are not required for dissolutions approved by the division upon receipt of the forms, affidavits and information as the division may require if the corporation has net assets no greater than such amount as the court may provide in the rule or order or in such other situations as the court may provide.” Official Massachusetts source. Accessed 2026-09-29.

• Mass. Gen. Laws ch. 180, § 10C — “Section 10C: Application of laws; exception Section 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. The foregoing provisions and the other provisions of said chapter one hundred and fifty-six B that are made applicable to corporations governed by this chapter shall be subject to the following: (a) those provisions of said chapter one hundred and fifty-six B that pertain to stock and stockholders, shares and classes or series of shares and stock and transfer records shall, except in the case of a corporation having capital stock outstanding, be applicable as nearly as may be to members, classes of members and records of membership; (b) the definitions of terms provided in this chapter shall be applicable; and (c) the filing fees provided in section eleven C of this chapter shall be applicable.” Official Massachusetts source. Accessed 2026-09-29.

• Mass. Gen. Laws ch. 156B, § 102 — “Section 102: Continuation for purposes of litigation and settlement of affairs Section 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.” Official Massachusetts source. Accessed 2026-09-29.

• Mass. Gen. Laws ch. 156B, § 108 — “Section 108: Revival of dissolved corporation for general or limited purposes; conditions; effect Section 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.” Official Massachusetts source. Accessed 2026-09-29.

• Mass. Gen. Laws ch. 180, § 6A — “Section 6A: By-laws; contents Section 6A. A corporation may make, amend and repeal by-laws in the manner prescribed in and subject to sections sixteen and seventeen of chapter one hundred and fifty-six B, substituting members for stockholders. A corporation may prescribe by its by-laws the manner in which and the officers and agents by whom its purposes may be accomplished. Instead of the directors and other officers to be elected at the first meeting, the corporation may have a board of other officers with the powers of directors, and presiding, financial and recording officers with the powers of president, treasurer and clerk. The clerk shall be a resident of the commonwealth unless the corporation shall have a duly appointed resident agent. Any corporation which shall fail to have either a clerk of the corporation who is a resident of the commonwealth or a duly appointed resident agent shall forfeit not more than five hundred dollars to be recovered in the manner described in section one hundred and thirteen of chapter one hundred and fifty-six B. Except as otherwise expressly provided, a corporation may by its by-laws determine the manner of calling and conducting its meetings; the number of members which shall constitute a quorum; the mode of voting by proxy; and the tenure of office of the directors and officers and the manner of their selection and removal; and may annex suitable penalties to such by-laws, not exceeding twenty dollars for one offense; but no by-law inconsistent with law shall be made by a corporation. Special meetings of the members may be called by the president or the directors, and shall be called by the clerk, or in the case of the death, absence, incapacity or refusal of the clerk, by any other officer, upon written application of members representing at least ten percent of the smallest quorum of members required for a vote upon any matter at the annual meeting of members. In case none of the officers is able and willing to call a special meeting, the supreme judicial or superior court, upon application of said number of members, shall have jurisdiction in equity to authorize one or more of such members to call a meeting by giving such notice as is required by law. Unless the corporation's articles of organization or by-laws otherwise provide, a member may vote in person or by proxy. No proxy dated more than six months before the meeting named therein shall be valid and no proxy shall be valid after the final adjournment of such meeting. A proxy purporting to be executed by or on behalf of a member shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. The board of directors may, unless otherwise provided in the articles of organization or bylaws, authorize any annual, regular or special meeting of members to be held in-person at a physical location, by means of remote communication or by a hybrid model with both a physical location and a means of remote communication. Subject to the articles of organization, bylaws, guidelines or procedures as the board of directors may adopt, members not physically present at the designated location of a meeting of the members may, by means of remote communication: (i) participate in a meeting of members; and (ii) be deemed, to the same extent as members physically present at a designated location, to be: (A) present; and (B) authorized to vote. Pursuant to the fifth paragraph, the corporation shall implement reasonable measures to: (i) verify that each person deemed present and authorized to vote at the meeting by means of remote communication is a member; (ii) provide members a reasonable opportunity to participate in the meeting and vote on matters submitted to the members, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and (iii) maintain a record of any vote or other action a member takes at a meeting by means of remote communication.” Official Massachusetts source. Accessed 2026-09-29.

• Mass. Gen. Laws ch. 262, § 4 — “Section 4. The fees of the clerks of the supreme judicial court for the commonwealth and for each of the counties and for the appeals court shall be as follows: for the entry of a complaint, petition, appeal or other action, $300; for the filing of an application for further appellate review, $270; and for the issuance of an injunction or restraining order, $90. Notwithstanding the foregoing, no fee shall be paid for the entry of an appeal, petition, complaint or other action and for the filing of an application for further appellate review by the commonwealth and no fee shall be charged to the commonwealth for the issuance of an injunction or restraining order, but if the commonwealth prevails in the action, the fees shall be taxed against the other party.” Official Massachusetts source. Accessed 2026-09-29.

• Mass. Gen. Laws ch. 262, § 4A — “Section 4A: Clerks of superior court department Section 4A. The fees of clerks of court of the superior court department of the trial court shall be as follows: for the entry in the superior court department of the trial court of a complaint, third-party complaint, petition or other action and for the filing of a motion to intervene as plaintiff, $240; for the filing of a petition to the county commissioners, $30, except that no fee shall be required from a municipality filing a petition to the county commissioners for the county in which it is located; and for the issuance of an injunction or restraining order, $90. The clerk shall collect, for every civil case, a $20 security fee. Notwithstanding the foregoing, no fee shall be paid for the entry of a complaint, petition or other action by the commonwealth and no fee shall be charged to the commonwealth for the issuance of an injunction or restraining order, but if the commonwealth prevails in the action, the fees shall be taxed against the other party.” Official Massachusetts source. Accessed 2026-09-29.

• Mass. Gen. Laws ch. 262, § 4C — “Section 4C. Any party entering a complaint, petition or other civil action in any court of the commonwealth, except small claims cases, in which an initial filing fee is payable, and to which a separate docket number is assigned shall pay to the clerk of said court a surcharge of $15 in addition to the fee otherwise required by this chapter. A party entering a small claims action shall pay a surcharge of $10. All such charges collected pursuant to this section shall be transmitted monthly by the clerk of court to the treasurer and shall be credited to the General Fund.” Official Massachusetts source. Accessed 2026-09-29.

• Attorney General prescribed dissolution fees under Mass. Gen. Laws ch. 180, § 11A — “Organizations that file an administrative petition and which are dissolved by the AGO do not pay a fee. A $315 filing fee is only required for a judicial dissolution complaint filed with the Supreme Judicial Court. Please do not send the filing fee check to the AGO. After receiving an assent from the AGO, the check (made payable to the Commonwealth of Massachusetts) should be included in the dissolution package sent to the Supreme Judicial Court.” Official Massachusetts source. Accessed 2026-09-29.

• Attorney General prescribed authorization certificate under Mass. Gen. Laws ch. 180, § 11A — “Regardless of the methodology used, an officer certificate of board action is required to accompany the administrative petition or judicial dissolution complaint.” Official Massachusetts source. Accessed 2026-09-29.

• Attorney General prescribed administrative petition under Mass. Gen. Laws ch. 180, § 11A(c) — “attests under the pains and penalties of perjury that:” Official Massachusetts source. Accessed 2026-09-29.

• Attorney General administrative petition signer under Mass. Gen. Laws ch. 180, § 11A(c) — “Fill in Name of Officer/Director/Attorney Representing Public Charity” Official Massachusetts source. Accessed 2026-09-29.

• Mass. R. Civ. P. 11(a) (effective until January 1, 2027) — “Every pleadingof a party represented by an attorney shall be signed by at least one attorney who is admitted to practice in this Commonwealth in the attorney’s name. The address of each attorney, telephone number, and business e-mail address shall be stated. Parties who are not represented by an attorney shall sign their pleadings and state their address, telephone number, and e-mail address if any. Except when otherwise specifically provided by rule or statute, pleadings need not be verified or accompanied by affidavit. The signature of any attorney to a pleading constitutes a certificate that the attorney has read the pleading; that to the best of the attorney’s knowledge, information, and belief there is a good ground to support it; and that it is not interposed for delay. If a pleading is not signed, or is signed with intent to defeat the purpose of this Rule, it may be stricken and the action may proceed as though the pleading had not been filed. For a willful violation of this rule an attorney may be subjected to appropriate disciplinary action. Similar action may be taken if scandalous or indecent matter is inserted. ### (2) Electronic signatures A pleading that is filed electronically may be signed electronically in accordance with the provisions of the Massachusetts Rules of Electronic Filing. When a pleading is required to be verified, or when an affidavit is required or permitted to be filed, the pleading may be verified or the affidavit made by the party, or by a person having knowledge of the facts for and on behalf of such party.” Official Massachusetts source. Accessed 2026-09-29.

• Mass. R. Civ. P. 11(a)(1), (3)(A) (effective January 1, 2027) — “Every pleading of a party represented by an attorney shall be signed by at least one attorney who is admitted to practice in this Commonwealth in the attorney's name. The mailing address of each attorney, telephone number, business e-mail address, name of firm, if any, and Board of Bar Overseers number shall be stated. Parties who are not represented by an attorney shall sign their pleadings and state their mailing address, telephone number, and e-mail address if any. The personal pronouns of the attorney or self-represented party may be included. Except when otherwise specifically provided by rule or statute, pleadings need not be verified or accompanied by affidavit. The signature of any attorney to a pleading constitutes a certificate that the attorney has read the pleading; that to the best of the attorney's knowledge, information, and belief there is a good ground to support it; and that it is not interposed for delay. If a pleading is not signed, or is signed with intent to defeat the purpose of this Rule, it may be stricken and the action may proceed as though the pleading had not been filed. For a willful violation of this rule an attorney may be subjected to appropriate disciplinary action. Similar action may be taken if scandalous or indecent matter is inserted. An attorney representing a party may electronically sign a pleading by inserting a scan of the attorney's handwritten signature, an image intended to substitute for the attorney's signature, or a "/s/ name of signatory" block. A self-represented litigant may electronically sign a pleading in the same manner. Verified pleadings, affidavits, and other documents required to be signed under oath or under the penalties of perjury are governed by Rule 11(a)(3)(C) and Rule 11(a)(3)(D).” Official Massachusetts source. Accessed 2026-09-29.