Massachusetts General Laws

Mass. Gen. Laws ch. 155, § 51 (2026)

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Section 51. Every corporation whose charter expires by its own limitation or is annulled by forfeiture or otherwise, or whose corporate existence for other purposes is terminated in any other manner, shall nevertheless be continued as a body corporate for three years after the time when it would have been so dissolved 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 and to divide its capital stock, 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 within said period of three years, shall continue beyond said period for a further period of sixty days after the final judgment in the suit.

Notes of Decisions

Cited in 10 cases, 1931–2020 · leading case: In Re Rolfe, 25 B.R. 89 (Bankr. D. Mass. 1982).

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In Re Rolfe, 25 B.R. 89 (Bankr. D. Mass. 1982). · cites it 3× “, it is argued that Mass.Gen.Laws ch. 155 § 51, would apply to maintain the corporate existence for purposes of defending its claim.”

Pagounis v. Pendleton, 753 N.E.2d 808 (Mass. App. Ct. 2001). “156B, § 102, & G. L. c. 155, § 51. The claim here was one belonging to the corporation, as it was the named tenant on the lease, and the claim asserted a violation of the lease contract resulting in damage to the corporation.”

Willard v. Kimball, 178 N.E. 607 (Mass. 1931). · cites it 2× “G. L. c. 155, § 51 provides: “Every corporation whose charter expires by its own limitation or is annulled by forfeiture or otherwise, or whose corporate existence for other purposes is terminated in any other manner, shall nevertheless be continued as a body corporate for three…”

Kaminski v. Shawmut Credit Union, 494 F. Supp. 723 (D. Mass. 1980). “Defendant now maintains that pursuant to Mass.Gen.Laws ch. 155 § 51 for purposes of defending any action filed before May 5, 1975 its corporate existence ended on May 8, 1978 three years after it was liquidated.”

Devlin Constr. Corp. v. Driftway South Constr. Corp., 437 N.E.2d 1069 (Mass. App. Ct. 1982). “456, § 2, restored the obligation of the revived corporation to defend an action brought against it after the expiration of the period provided in G. L. c. 155, § 51. See Kennedy v. Strand Radio Sales and Serv.”

Graham v. Oman, 264 N.E.2d 691 (Mass. 1970). “1 The master found that the corporation was dissolved on December 13, 1961; but see G. L. c. 155, § 51, continuing corporations for three years after dissolution for limited purposes including disposal and conveyance of property.”

Alexander v. Casco Music Sys., Inc., 323 N.E.2d 912 (Mass. App. Ct. 1975). “This action, which was commenced by writ dated May 31, 1967, was rightly dismissed on May 24, 1974, pursuant to G. L. c. 155, § 51, and G. L. c. 156B, § 102.”

Gen. Motors Acceptance Corp. v. J. & F. Motors, Inc., 34 Mass. App. Dec. 160 (Mass. Dist. Ct., App. Div. 1966). “See G.L. c. 155, §51; Partan v. Niemi 288 Mass, 111, 113.”

Dream Capital Managment LLC v. Deutsche Bank Nat'l Trust Co. (D. Me. 2020). “Mass. Gen. Laws ch. 155 § 51 (2020). The Plaintiff reads this statute to mean that Nation One was required to wrap up its affairs by 2015 and thus could not have executed the 2018 Quitclaim Assignment.”

A.B.C. Linen Serv., Inc. v. Braden-Harvey Corp., 42 Mass. App. Dec. 42 (Mass. Dist. Ct., App. Div. 1968). “G.L. c. 155, §§ 51, 52, and 56. This observation finds support in *47 the earlier case of Boudreau v.”

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