Section 108. If the state secretary finds that the existence of a corporation has terminated in any manner and that such corporation ought to be revived for all purposes or for any specified purpose or purposes with or without limitation of time, he may, upon application by an interested party, file in his office a certificate in such form as he may prescribe reviving such corporation. The state secretary may subject the revival of such corporation to such terms and conditions, including the payment of reasonable fees, as in his judgment the public interest may require. Upon the filing of a certificate reviving a corporation for all purposes, said corporation shall stand revived with the same powers, duties and obligations as if it had not been dissolved, except as otherwise provided in said certificate; and all acts and proceedings of its officers, directors and stockholders, acting or purporting to act as such, which would have been legal and valid but for such dissolution, shall, except as aforesaid, stand ratified and confirmed. If such a corporation is revived as aforesaid for a limited time or for any specified purpose or purposes, it shall stand revived for such time or for the accomplishment of such purpose or purposes in accordance with the terms of the state secretary's certificate. For cause shown to his satisfaction, the state secretary may, by certificate filed as aforesaid, extend the time for which a corporation revived for a limited time shall stand revived. A certificate filed by the state secretary pursuant to this section shall constitute an amendment of the articles of organization of the corporation, effective when filed.
Notes of Decisions
Atl. Salmon a/s v. Curran, 591 N.E.2d 206 (Mass. App. Ct. 1992).
“See G. L. c. 156B, § 108. In the fall of 1988, the defendant had communications with representatives of both plaintiffs, suggesting a “reorganization” or “restructuring” of Boston International Seafood Exchange, Inc.”
In Re Rolfe, 25 B.R. 89 (Bankr. D. Mass. 1982).
“Third, the claimant argues that the corporation can be revived pursuant to Mass.Gen. Laws ch. 156B § 108. Since, the claimant has not filed any papers showing that the corporation has been revived, I do not have to consider the merits of this argument.”
In Re Na-Mor, Inc., 437 B.R. 482 (Bankr. D. Mass. 2010).
· cites it 2× “Under the BCL, a corporation can be revived 3 at any time following its dissolution, Mass. Gen. Laws ch. 156B, § 108, and the Secretary of the Commonwealth may condition revival on such terms and conditions as the public interest requires.”
Susan Lynn Lavendar Baran v. William N. Ford, Sr., & Others. (Mass. App. Ct. 2025).
· cites it 4× “In addition, the defendants contend the trial judge erred (1) by concluding that the defendants were not interested parties under the revival statute, G. L. c. 156B, § 108, (2) by concluding that the defendants made fraudulent misrepresentations in their application for revival,…”
United States Fire Ins. v. Peerless Ins., 14 Mass. L. Rptr. 121 (Mass. Super. Ct. 2002).
“As to TDC’s assigned claims, it is true that TDC had been dissolved for ten years at the time of the settlement, but it is also true that, had it not assigned its claims, it could have brought this lawsuit itself simply by filing a revival certificate under G.L.c. 156B, §108.…”
Hoy v. Nat'l Sch. Bus Serv., Inc., 19 Mass. L. Rptr. 429 (Mass. Super. Ct. 2005).
· cites it 2× “Therefore, they assert that National School Bus may be subject to revival under G.L.c. 156B, §108, and thus should remain a defendant in this case.”
Eye Think, Inc. v. LFA Art Mgmt., Inc., 2014 Mass. App. Div. 134 (Mass. Dist. Ct., App. Div. 2014).
· cites it 2× “Originally, G.L.c. 156B, §108 provided that any attempt to revive a corporation had to be within five years after it had been dissolved.”
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