Massachusetts General Laws

Mass. Gen. Laws ch. 156B, § 102 (2026)

Continuation for purposes of litigation and settlement of affairs

✓ current as of July 2026

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Section 102. Every corporation whose corporate existence for other purposes is terminated (1) by dissolution under the provisions of section ninety-nine, one hundred, or one hundred and one, (2) by the expiration of the period for its duration limited by its articles of organization, or (3) in any other manner, shall nevertheless be continued as a body corporate for three years after the time when its existence is terminated, 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 to any person and to make distributions to its stockholders of any assets remaining after the payment of its debts and obligations, 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 prior to the commencement of, or during, said period of three years, shall continue beyond said period for a further period of ninety days after the final judgment in the suit.

Notes of Decisions

Cited in 19 cases, 1975–2016 · leading case: In Re Acushnet River & New Bedford Harbor Proceedings Re Alleged PCB Pollution, 675 F. Supp. 22 (D. Mass. 1987).

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In Re Acushnet River & New Bedford Harbor Proceedings Re Alleged PCB Pollution, 675 F. Supp. 22 (D. Mass. 1987). · cites it 2× “Belleville argues that Mass.Gen.Laws ch. 156B, § 102 creates an absolute bar to litigation against a corporation after the expiration of three years from the date of the corporation’s dissolution.”

Halliwell Assocs., Inc. v. C. E. Maguire Servs., Inc., 586 A.2d 530 (R.I. 1991). · cites it 3× “In addition, Mass. Gen. Laws Ann. ch. 156B, § 102, as it existed at the time of Halliwell Associates’s dissolution, provided: “Every corporation whose corporate existence for other purposes is terminated (1) by dissolution under the provisions of section ninety-nine, one…”

Holtzman v. Proctor, Cook & Co., Inc., 528 F. Supp. 9 (D. Mass. 1981). · cites it 2× “According to M.G.L. c. 156B, § 102, “Every corporation whose corporate existence for other purposes is terminated .”

Pagounis v. Pendleton, 753 N.E.2d 808 (Mass. App. Ct. 2001). “Even assuming the corporation was then terminated for other purposes, when Pendleton brought his claim less than three years later, under the corporate continuation statutes the corporation still existed for purposes of prosecuting claims.”

Creative Playthings Franchising, Corp. v. Reiser, 978 N.E.2d 765 (Mass. 2012). “In August, 2009, it filed articles of voluntary dissolution with the Secretary of the Commonwealth, pursuant to G. L. c. 156B, § 102, with the provision that it would continue in existence for three years to settle its affairs.”

Nat'l Gypsum Co. v. Cont'l Brands Corp., 895 F. Supp. 328 (D. Mass. 1995). “M.G.L.c. 156B, § 102 (three year limit); Del.”

Ramirez v. Graham, 834 N.E.2d 754 (Mass. App. Ct. 2005). “Assuming that the corporation was dissolved in that year, it remained amenable to this action under the provisions of G. L. c. 156B, § 102. The docket indicates that the plaintiff sought a hearing for a default judgment, but no action thereon appears to have been taken.”

E. Prods. Corp. v. Cont'l Cas. Co., 787 N.E.2d 1089 (Mass. App. Ct. 2003). “See G. L. c. 156B, § 102. We reject the plaintiffs’ argument that the judge was precluded from allowing summary judgment in favor of Continental with respect to the general liability policies merely because a different judge had denied an earlier motion Continental had filed for…”

Barker-Chadsey Co. v. W. C. Fuller Co., 448 N.E.2d 1283 (Mass. App. Ct. 1983). “Upon dissolution of a corporation — as in Fuller’s case, for failure to file reports or to pay taxes — “some dormant germ of life” 8 is continued for three years for the purpose of permitting the windup of the affairs of the corporation and its final liquidation, “but” (so says…”

Brattman v. Sec'y of the Commonwealth, 658 N.E.2d 159 (Mass. 1995). · cites it 2× “Thus, the plaintiff, as an officer of the corporations who is not an attorney, may not represent the interests of the corporations in a legal action.”

City of Springfield v. Schaffer, 423 N.E.2d 797 (Mass. App. Ct. 1981). “” G. L. c. 156B, § 102. The takings in the name of the respondent occurred in 1975 (Westminister) and in 1969 (Union) when the respondent, as sole stockholder after dissolution, was the owner in fact of the parcels.”

First Church in Somerville (Unitarian) v. Attorney Gen., 376 N.E.2d 1226 (Mass. 1978). “G. L. c. 156B, § 102, as amended by St. 1965, c.”

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