Withdrawal of Foreign Corporations
Effective Jan 10, 2007MGL c. 156DOffice of the Secretary of the Commonwealth
- (1) A foreign corporation authorized to transact business in the commonwealth may withdraw by filing a certificate of withdrawal with the Division.
(2) The certificate of withdrawal consists of a form supplied by the Division or a document formatted in the same manner as the Division form. The certificate shall set forth:
- (a) the name of the corporation;
- (b) the state or country under the laws of which it is incorporated and the date of incorporation;
- (c) a statement that it is not transacting business in the commonwealth;
- (d) a statement that it surrenders its authority to transact business in the commonwealth;
- (e) a statement revoking the authority of its registered agent to accept service on its behalf;
- (f) a statement that it appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in the commonwealth;
- (g) a mailing address to which the Division may mail a copy of any process served on it;
- (h) a commitment to notify the Division in the future of any change in the mailing address by filing a certificate of amendment;
- (i) a certification that all taxes known to the corporation to be due the commonwealth have been paid or provided for; and
- (j) date and time the withdrawal will be effective if the withdrawal is to be effective at a later date and or time not more than 90 days from the date of filing.
- (3) Requirement to File Annual Report. In order to file a certificate of withdrawal, the foreign corporation shall file all annual reports required to be filed by it for the last ten fiscal years. If the corporation has not completed its current year at the time it files the certificate of withdrawal, it will be required to file an annual report for the current fiscal year if more than six months have passed since the close of its prior fiscal year or if the corporation has issued additional shares during the partial fiscal year.