The following is the procedure which shall be used to voluntarily dissolve a corporation in accordance with M.G.L. c. 156B, § 100:
(1) Dissolution may be authorized:
- (a) by two thirds vote of each class of stock outstanding and entitled to vote; or
- (b) by compliance with provisions of its Articles of Organization;
- (2) Within 30 days of the date of such authorization, the corporation shall mail notice of dissolution to the Commissioner of Revenue;
- (3) Annual reports must be filed for the previous ten fiscal year ends that occur prior to the filing of articles of dissolution;
- (4) If dissolution occurs prior to the end of the fiscal year, a final annual report must be filed if the corporation is six months or more into its fiscal year or if it has issued stock during that partial fiscal year;
- (5) Any amendments or changes that have taken place during the partial fiscal year must be filed on the appropriate forms;
(6) After fulfilling the notice requirements, the corporation shall submit to the Division the articles of dissolution which shall contain the following information:
- (a) the name of corporation;
- (b) the street address of its principal office in the Commonwealth;
- (c) the name and post office address of each of the directors and officers of the corporation;
- (d) a statement that dissolution was duly authorized and the date of such action;
- (e) a statement that notice of the proposed dissolution was properly given to the Commissioner of Revenue as required by law;
- (f) any other provision deemed necessary for corporations dissolution; and
- (g) the effective date of dissolution which shall be the date they are filed with the Division unless said articles specify a later effective date not more than 30 days after such filing.
- (7) The articles of dissolution shall constitute an amendment of the Articles of Organization as in 950 CMR 104.09.
- (8) At any time before the filing of the articles of dissolution, the corporation may authorize the abandonment of the dissolution proceedings.