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

Mass. Gen. Laws ch. 156B, § 103 (2026)

Petition for distribution; notice

✓ current as of July 2026
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Section 103. At any time within the period of three years or the extension of such period by reason of the pendency of any suit, as provided in section one hundred and two, such corporation may petition the supreme judicial or superior court for leave to distribute the whole or part of its assets to the stockholders entitled thereto, and, after notice by certified or registered mail to the state secretary and the commissioner of corporations and taxation and to all known creditors and by publication once a week for three successive weeks in a newspaper of general circulation published in the city or town in which the principal office of the corporation is located, or in the county if no such newspaper is published in said city or town, the court may, after hearing, upon a finding that the interests of creditors, if any, and those of the commonwealth, if any, are reasonably protected, enter a decree permitting such distribution; and the directors shall not be subject to the liability set forth in section sixty-one on account of their declaration or assent to a dividend, including one or more liquidating dividends, to the stockholders entitled thereto, in accordance with said decree.

Notes of Decisions
Cited in 3 cases, 1991–2004 · leading case: Pagounis v. Pendleton, 753 N.E.2d 808 (Mass. App. Ct. 2001).
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Pagounis v. Pendleton, 753 N.E.2d 808 (Mass. App. Ct. 2001). “155, § 51A; G. L. c. 156B, § 103; Boston Tow Boat Co.”
Halliwell Assocs., Inc. v. C. E. Maguire Servs., Inc., 586 A.2d 530 (R.I. 1991). “In its brief and at oral argument, Maguire argues that the Halliwells could not maintain their cause of action against Maguire because there was no showing at trial that the assets of the dissolved corporation passed to them by written assignment or pursuant to Mass. Gen. Laws…”
Colecchi v. Gould Title Co., 18 Mass. L. Rptr. 319 (Mass. Super. Ct. 2004). “See, G.L.c. 156B, §103. The Court assumes, for purposes of the instant motion, that Colecchi received the right to sue (to the extent that it was a corporate asset) by operation of law rather than through a judicial decree.”
Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.