Massachusetts Corporation Voluntary Dissolution and Closure Packet

MASSACHUSETTS CORPORATION VOLUNTARY DISSOLUTION AND CLOSURE PACKET

Important Use Gate

Use only for a solvent domestic business corporation pursuing voluntary dissolution. Do not use for a nonprofit, professional, public-benefit, regulated, foreign, insolvent, bankrupt, judicially dissolved, administratively dissolved, merged, converted, or control-disputed entity without a separate current-law workflow.

Do not file this packet. Download the current state filing and instructions immediately before submission. A saved fee, form number, signature method, or portal route is not authoritative.

For a domestic business corporation, the actual filing is articles of dissolution under Mass. Gen. Laws ch. 156D, § 14.03, delivered to the Secretary of the Commonwealth's Corporations Division. The statute calls that official the “secretary of state”; the filing office's title on its official Articles of Voluntary Dissolution form is Secretary of the Commonwealth.

1. Corporation and Route Profile

Attach the articles and amendments, bylaws, stock ledger, voting agreements, shareholder agreements, board and shareholder records, current state entity record, financial statements, tax records, contracts, claims, liens, and insurance information.

2. Massachusetts Approval Gate

First determine whether the articles of organization supply a valid dissolution method and whether that method is exclusive. Under the statutory default, the board submits the proposal and terms, every shareholder receives meeting notice, and the proposal ordinarily requires two-thirds of all votes entitled generally to be cast, subject to the statute's permitted greater, separate-group, or not-below-majority lesser threshold.

Core approval source verified for this packet: Mass. Gen. Laws ch. 156D, § 14.02 (voluntary dissolution authorization).

Do not authorize dissolution until every applicable constituency, notice, quorum, vote, consent, and appraisal-right issue is documented from current authority.

3. Internal Approval Record

Board Resolution

Use this resolution for the statutory board-and-shareholder route under Mass. Gen. Laws ch. 156D, § 14.02(b). If the corporation instead uses a method in its articles of organization, document the action that method requires separately.

The board reviewed the corporation's governing documents, capitalization, financial condition, claims, contracts, taxes, employees, property, insurance, permits, data, and closure plan.

RESOLVED, that the board approves the attached proposal and terms of voluntary dissolution for submission to the shareholders, whose approval is required under the statutory route;

RESOLVED, that [NAME / TITLE] is authorized to coordinate winding up and prepare current state filings, but may submit a filing only after counsel confirms all statutory and form prerequisites;

RESOLVED, that no shareholder distribution may be made until liabilities and legally sufficient reserves have been reviewed and approved.

Shareholder Approval Record

Attach the meeting notice, delivery proof, proposal, board recommendation or permitted explanation, voting ledger, proxies, ballots, minutes, and any written consents.

4. Filing and Effectiveness Control

Under § 14.03(b), the corporation is dissolved on the effective date of its accepted articles of dissolution. Confirm that date from the filing record. Internal approval, tax closure, and completion of winding up are separate events.

5. Winding-Up Workplan

6. Claims and Distribution Control

Do not improvise a claim-bar notice, publication period, rejection deadline, or distribution priority. Use a statutory claims procedure only after counsel verifies every current content, recipient, delivery, publication, response, security, and limitations requirement.

7. Tax, Agency, and Foreign-Qualification Register

A state dissolution filing does not by itself close federal, tax, payroll, unemployment, sales-tax, licensing, permit, benefit-plan, unclaimed-property, or foreign-registration accounts.

8. Completion and Records Certificate

The responsible persons report that approval and filing records are complete; assets, liabilities, claims, taxes, employees, contracts, permits, insurance, data, and foreign registrations were addressed or assigned; reserves and distributions were approved; and the final state status was confirmed.

Final counsel authorization: [FILE / HOLD / FURTHER REVIEW]