Mass. Gen. Laws » Part I Title XXII Chapter 156B
Massachusetts General Laws

Mass. Gen. Laws ch. 156B, § 100 (2026)

Voluntary dissolution; manner

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Section 100. Any corporation may be voluntarily dissolved in the following manner:

(a) Dissolution may be authorized (1) by the vote of two thirds of each class of its stock outstanding and entitled to vote thereon; or (2) by compliance with provisions of its articles of organization.

(b) Within thirty days of the date of such authorization, notice that dissolution of the corporation has been duly authorized shall be mailed by the corporation to the commissioner of revenue.

(c) After the giving of such notice, articles of dissolution shall be submitted to the state secretary. Such articles shall be signed by the president or vice president and by the clerk or an assistant clerk under the penalties of perjury, and shall set forth:—

(1) the name of the corporation and the street address of the principal office in the commonwealth;

(2) The name and post office address of each of the directors and officers of the corporation;

(3) A statement that dissolution of the corporation was duly authorized in the manner required by this section, and of the date on which such action was taken;

(4) A statement that notice of the proposed dissolution of the corporation was duly given to the commissioner of revenue as required by this section.

(5) Any other provisions deemed necessary by the corporation for its dissolution; and

(6) The effective date of the dissolution.

(d) Such articles of dissolution shall constitute an amendment of the articles of organization, and the dissolution of the corporation shall become effective when said articles are filed with the state secretary in accordance with section six, unless said articles specify a later effective date not more than thirty days after such filing, in which event the dissolution shall become effective upon such later date, and upon such dissolution the existence of the corporation shall cease, subject to the provisions of sections one hundred and two, one hundred and four, and one hundred and eight.

(e) At any time before the filing of articles of dissolution the corporation may authorize the abandonment of the dissolution proceedings by the same corporate action with respect to such abandonment as is required by this section for the authorization of a dissolution.

Notes of Decisions
Cited in 5 cases (1 in the last 5 years), 1975–2025 · leading case: Donahue v. Rodd Electrotype Co. of New England, Inc., 328 N.E.2d 505 (Mass. 1975).
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Donahue v. Rodd Electrotype Co. of New England, Inc., 328 N.E.2d 505 (Mass. 1975). · cites it 2× “156B, § 99 [a]) or have the advantage of a favorable provision in the articles of organization (G.L.c. 156B, § 100 [a] [2]). The minority stockholder, by definition lacking fifty per cent of the corporate shares, can never "authorize" the corporation to file a petition for…”
Amherst Nursing Home, Inc. v. Commonwealth, 454 N.E.2d 498 (Mass. App. Ct. 1983). “(Skole), was a Massachusetts corporation which ceased doing business in December of 1974, and was dissolved in November of 1975 under the provisions of G. L. c. 156B, § 100. Skole had operated a nursing home and received payments from DPW for the care of patients eligible for…”
In Re Na-Mor, Inc., 437 B.R. 482 (Bankr. D. Mass. 2010). “2 The BCL provides for three kinds of dissolution: judicial dissolution (Mass. Gen. Laws ch. 156B, § 99), voluntary dissolution (Mass.”
Susan Lynn Lavendar Baran v. William N. Ford, Sr., & Others. (Mass. App. Ct. 2025). “Thus, we reject the defendants' contentions that Lavender either acted to dissolve AWF or was required to pursue a strategy of dissolution pursuant to G. L. c. 156B, § 100, and G. L. c. 180, § 11A, before bringing suit.”
Vinson v. Credit Control Servs., Inc., 908 F. Supp. 2d 274 (D. Mass. 2012). “, pursuant to Mass. Gen. Laws ch. 156B, § 100 . 15 U.S.”
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