Guide to Massachusetts Articles of Voluntary Dissolution with filing steps, approval rules, voting requirements, and post-dissolution responsibilities.
Guide to Massachusetts Articles of Voluntary Dissolution Steps
The Massachusetts Articles of Voluntary Dissolution is the official filing a corporation must submit to formally end its legal existence with the Secretary of the Commonwealth. Before completing this document, the corporation must follow state rules on board approval, shareholder voting, and compliance under G.L. c.156D.
Massachusetts Articles of Voluntary Dissolution
The Massachusetts Articles of Voluntary Dissolution is the official filing a corporation submits to the Secretary of the Commonwealth to formally end its legal existence.
This document certifies that the corporation has obtained the proper approvals, followed state voting rules, and is ready to wind down its affairs. Filing the Articles of Voluntary Dissolution ensures the corporation is dissolved according to Massachusetts law and removes it from active corporate status in state records.
Requirements Before Filing Corporate Dissolution in Massachusetts
- Corporate approval requirements
Before filing the Massachusetts Articles of Voluntary Dissolution, the corporation must secure approval from the board of directors and shareholders unless the Articles of Organization specify a different procedure. The board typically adopts a resolution recommending dissolution, which is then submitted to shareholders for a formal vote.
- Reviewing Articles of Organization and internal governance rules
The corporation must review its Articles of Organization and internal governance documents such as bylaws to confirm whether any additional requirements apply. Some corporations may have customized rules regarding who may authorize dissolution or how notices must be given.
- Shareholder vote thresholds
Shareholders must approve the dissolution following the thresholds outlined in G.L. Chapter 156D, Section 14.02. Unless the Articles of Organization or bylaws specify a different threshold, dissolution typically requires approval by a majority of votes entitled to be cast. If the corporation issued multiple classes of shares, each group may have separate voting rights.
- Voting groups and special approval rules
When voting groups exist such as preferred and common stock each group must approve the dissolution separately if their rights are affected. The Articles of Voluntary Dissolution must include specific details about each voting group, including the number of shares entitled to vote, the number that voted for dissolution, and the number that voted against.
- Compliance under G.L. Chapter 156D Section 14.02
Massachusetts law requires strict adherence to Section 14.02 for voluntary dissolution. This statute outlines who may authorize dissolution, how the vote must be conducted, what information must be reported on the dissolution form, and when additional documents are required. Compliance with Section 14.02 ensures the dissolution is legally valid and reduces the likelihood of rejection.
Massachusetts Articles of Voluntary Dissolution
Methods of Authorizing the Dissolution
1. Shareholder Approval Method
Most corporations dissolve through shareholder approval. After the board adopts a resolution recommending dissolution, shareholders vote based on their voting rights.
The Articles of Voluntary Dissolution must include the approval date, voting results, and any required voting group details. This method is the standard approach used by corporations that have issued shares.
2. Other Approved Methods
If the corporation’s Articles of Organization specify a different approach—such as a designated internal method those rules may be used instead. In such cases, the corporation must attach documentation demonstrating that the required method was followed.
This option allows corporations with customized governance provisions to dissolve in accordance with their established rules.
Step-by-Step Guide to Completing the Massachusetts Articles of Voluntary Dissolution
1. Corporate Name (must match state records)
Enter the exact corporate name as it appears in Massachusetts state records. The name must match the Articles of Organization without any variations. Any deviation, such as punctuation or spacing changes, may delay approval.
2. Registered Office Address (full address required)
Provide the corporation’s full registered office address on record. This ensures the Secretary of the Commonwealth can identify the correct entity and maintain accurate corporate records.
3. Date Authorized (approval date)
List the date dissolution was approved by shareholders or by another authorized method. This date must reflect the actual approval date and must be accurate under G.L. Chapter 156D.
4. Approval Method Selection (checkbox for shareholder approval or alternate method)
The form requires you to check the box indicating whether dissolution was approved through a shareholder vote or another method permitted by the Articles of Organization. Selecting the correct option ensures the filing aligns with the corporation’s governance structure.
5. Vote Counting Details
If dissolution was approved by shareholders, enter the number of votes entitled to be cast, the number of votes in favor, and the number of votes against. This information demonstrates compliance with statutory voting requirements and confirms that the necessary threshold was met.
6. Voting Group Attachments (if required)
If the corporation has multiple classes or series of shares and any group voted separately, you must attach a schedule detailing each group’s voting outcome. This attachment ensures compliance with Massachusetts voting group rules under Section 14.02.
7. Effective Date Selection (effective upon approval or delayed up to 90 days)
The corporation may choose for the dissolution to take effect immediately or on a future date, up to 90 days after filing. If no date is provided, the dissolution becomes effective upon approval by the Secretary of the Commonwealth.
8. Signature Requirements
The form must be signed by an authorized corporate officer such as the president, chairman, or another officer with authority to certify the dissolution. Court-appointed fiduciaries may sign if the corporation is under court supervision. The signer must include their name, title, and signature to validate the filing.
Step-by-Step Guide to Completing the Massachusetts Articles of Voluntary Dissolution
Effective Date and Approval by the Secretary of the Commonwealth
- Dissolution effective upon filing unless a later date is chosen
If no date is listed on the Massachusetts Articles of Voluntary Dissolution, the dissolution becomes effective when the Secretary of the Commonwealth approves the filing. This default rule ensures that the corporation is officially dissolved as soon as state review is complete.
- Optional delayed effective date up to 90 days
Corporations may designate a future effective date up to 90 days after filing by entering it in the appropriate section. This option is often used when the corporation needs time to complete internal tasks, finalize tax matters, or coordinate closing-related activities.
- State review confirms legal compliance
Before granting approval, the Secretary of the Commonwealth reviews the filing to confirm it meets the requirements of G.L. c.156D and that all sections have been completed properly. Once approved, the corporation’s status updates to “dissolved” in state records, and a stamped copy is issued as official confirmation.
Post-Filing Responsibilities
- Wrap up remaining business affairs
After the Massachusetts Articles of Voluntary Dissolution is approved, the corporation must complete all winding-up duties. This includes collecting outstanding assets, closing accounts, notifying service providers, and completing any remaining contractual obligations.
- Resolve debts and distribute assets
The corporation must settle all remaining debts before distributing assets to shareholders. Asset distribution must follow the corporation’s Articles of Organization and state law, ensuring that creditors’ claims are handled in the correct order.
- File remaining tax obligations
The corporation should ensure that all final Massachusetts and federal tax filings are completed, including corporate returns and payroll-related obligations, if applicable. Proper tax closure helps avoid penalties or future notices.
- Maintain records for future reference
Even after dissolution, the corporation must retain key records such as shareholder resolutions, tax filings, and the approved Articles of Voluntary Dissolution. These documents may be required for audits, legal inquiries, or historical reference.
Common Filing Errors to Avoid
- Incorrect or inconsistent corporate name
A frequent error occurs when the corporate name listed on the dissolution form does not match state records. The name must appear exactly as it does in the Articles of Organization, including punctuation and abbreviations.
- Missing vote details or incomplete approvals
Corporations often fail to include voting results or forget required attachments for voting groups. Without complete vote counts, the Secretary of the Commonwealth cannot verify compliance with G.L. c.156D §14.02.
- Not attaching voting group schedules when required
If the corporation has multiple classes or series of shares, each group may need separate approval. Missing these schedules results in processing delays or rejection.
- Omitting the effective date rules
A future effective date must fall within the permitted 90-day window. Dates outside this timeframe result in the filing being returned for correction.
- Incorrect or missing signatures
The Articles of Voluntary Dissolution must be signed by an authorized officer or fiduciary. Missing signatures or incorrect titles invalidate the submission.
Common Filing Errors to Avoid
Frequently Asked Questions
1. What if voting groups were required?
If voting groups were required under the corporation’s Articles of Organization or state law, each group must vote separately and meet its own approval threshold. The Massachusetts Articles of Voluntary Dissolution must include vote totals for every group, and a separate attachment is required to report each group’s results.
2. Can the dissolution effective date be delayed?
Yes. A corporation may choose a delayed effective date of up to 90 days after filing. This allows time to complete remaining internal tasks or coordinate business closure activities. If no date is provided, the dissolution becomes effective when the Secretary of the Commonwealth approves the document.
3. How long does approval take?
Processing times vary, but standard filings are typically reviewed within several business days. Approval may take longer during periods of high filing volume. Once accepted, the corporation’s status is updated to “dissolved,” and a stamped copy is issued as confirmation.
4. Can a corporation reverse dissolution after filing?
Yes, in certain circumstances. A corporation may revoke its dissolution if it submits Articles of Revocation within the timeframe allowed under G.L. c.156D, generally before winding up is completed. Once assets are distributed or the corporation has progressed too far in the winding-up process, revocation may no longer be possible.
Conclusion
Filing the Massachusetts Articles of Voluntary Dissolution is a critical step in formally closing a corporation and ensuring its status is updated in state records. By following the correct approval process, meeting all requirements under G.L. c.156D, and completing the form accurately, businesses can avoid delays and finalize dissolution without complications.
FastFile reviews your corporate records, prepares each section of the Articles of Voluntary Dissolution, verifies all voting information, and submits the filing directly to the Secretary of the Commonwealth.
Their approach prioritizes precision, timely communication, and consistent handling of every document, giving businesses confidence that the dissolution will be accepted without unnecessary corrections.
If you want your dissolution completed efficiently and in full compliance with Massachusetts requirements, FastFile offers a practical and reliable solution. Their team manages the details so you can close your corporation smoothly and move forward with clarity.