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

Mass. Gen. Laws ch. 156B, § 101 (2026)

Dissolution by state secretary

✓ current as of July 2026
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Section 101. If a corporation has failed to comply with the provisions of law requiring the filing of reports with the state secretary or the filing of any tax returns or the payment of any taxes under chapter sixty-two C for two or more consecutive years, or if the state secretary is satisfied that a corporation has become inactive and that its dissolution would be in the public interest, the state secretary may dissolve the corporation, subject to the provisions of sections one hundred and two, one hundred and four, and one hundred and eight.

The state secretary shall use the following procedure to dissolve corporations in accordance with this section. The state secretary shall give the corporation at least ninety days notice of the proposed dissolution, and shall send a copy of the notice to the commissioner of revenue. The notice shall be given by mail to the corporation at the address of its principal office as shown in the records of the state secretary and in such other manner as the state secretary may require. The notice shall state that the corporation will be dissolved ninety days from the date of the notice, or at such later date as the state secretary shall order. The notice shall state the reasons for the proposed dissolution and shall state that the corporation may, within sixty days of the date of the notice, request a hearing to show cause why it should not be dissolved.

If the corporation does not request such a hearing, it shall be dissolved as of the date stated in the notice. If the corporation requests such a hearing and at or after the hearing there is a finding that there is cause for dissolution, the corporation shall be dissolved thirty days after the date notice of such finding is given to the corporation. Notwithstanding the foregoing, a corporation shall not be dissolved if the reports that give rise to the state secretary's notice have been filed at least ten days before the effective date of dissolution, if the tax returns or tax payments that gave rise to the state secretary's notice have been filed, paid or provided for at least ten days before the effective date of dissolution and the state secretary has received a certificate issued by the commissioner of revenue that the corporation is in good standing with respect to any and all returns due and taxes payable to said commissioner, or if the state secretary determines before the effective date of dissolution that the dissolution would not be in the public interest.

Hearings under this section shall be conducted in accordance with the provisions of chapter thirty A applicable to adjudicatory proceedings.

Notes of Decisions
Cited in 11 cases, 1981–2014 · leading case: Brattman v. Sec'y of the Commonwealth, 658 N.E.2d 159 (Mass. 1995).
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Brattman v. Sec'y of the Commonwealth, 658 N.E.2d 159 (Mass. 1995). · cites it 4× “He subsequently received a certificate which refers to dissolution pursuant to G. L. c. 156B, § 101 (1994 ed.), the statute by which the Secretary dissolves a business corpo *511 ration.”
Halliwell Assocs., Inc. v. C. E. Maguire Servs., Inc., 586 A.2d 530 (R.I. 1991). “See Mass. Gen. Laws Ann. ch. 156B, § 101 (West 1970).”
Barker-Chadsey Co. v. W. C. Fuller Co., 448 N.E.2d 1283 (Mass. App. Ct. 1983). “Barker learned, perhaps after the sale, that, because of Fuller’s failure to file annual reports or to pay franchise taxes, it had been dissolved on September 11, 1969, by judgment under G. L. c. 156B, § 101 (as then in effect), upon the application of the State Secretary.”
Atl. Salmon a/s v. Curran, 591 N.E.2d 206 (Mass. App. Ct. 1992). “See G. L. c. 156B, § 101. On December 4, 1987, a certificate was filed with the city clerk of Boston declaring that Marketing Designs, Inc.”
Eliot Disc. Corp. v. Dame, 473 N.E.2d 711 (Mass. App. Ct. 1985). “See G. L. c. 156B, § 101. There is no indication that any of the parties were aware of the dissolution.”
City of Springfield v. Schaffer, 423 N.E.2d 797 (Mass. App. Ct. 1981). “Purple was ordered dissolved by the Supreme Judicial Court on December 20, 1965, probably for failure to file certificates of condition (see G. L. c. 156B, § 101), and at the time of its dissolution, the respondent was its sole stockholder.”
In Re Na-Mor, Inc., 437 B.R. 482 (Bankr. D. Mass. 2010). · cites it 2× “156B, § 99), voluntary dissolution (Mass. Gen. Laws ch. 156B, § 100), and administrative dissolution (Mass.”
Colecchi v. Gould Title Co., 18 Mass. L. Rptr. 319 (Mass. Super. Ct. 2004). “Fort Hill was incorporated in 1984 as a for-profit corporation under the laws of Massachusetts.”
Eye Think, Inc. v. LFA Art Mgmt., Inc., 2014 Mass. App. Div. 134 (Mass. Dist. Ct., App. Div. 2014). “See G.L.c. 156B, §101, providing that upon dissolving a corporation, the Secretary of State “shall give the corporation at least ninety days notice of the proposed dissolution, and shall send a copy of the notice to the commissioner of revenue.”
Brattman v. Connolly, 1 Mass. L. Rptr. 585 (Mass. Super. Ct. 1994). “though there is a factual dispute between the parties as to whether proper notice of default was sent to Brattman’s two corporations, the court’s determination that the Secretary acted incorrectly in “dissolving” those corporations under G.L.c. 156B, §101, makes it unnecessary…”
RohmTech, Inc. v. Taylor, 7 Mass. L. Rptr. 616 (Mass. Super. Ct. 1997). “In 1983, Nyanza was dissolved pursuant to statute (G.L.c. 156B, §101) for failure to file annual reports or tax returns.”
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