Massachusetts General Laws

Mass. Gen. Laws ch. 156B, § 99 (2026)

Petition for dissolution in supreme judicial court; cases

✓ current as of July 2026

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Section 99. A petition for dissolution of a corporation may be filed in the supreme judicial court in the following cases:—

(a) A corporation which desires to close its affairs may authorize the filing of such a petition by a vote of a majority of each class of its stock outstanding and entitled to vote thereon;

(b) Such a petition may be filed by the holder or holders of not less than forty per cent of all the shares of its stock outstanding and entitled to vote thereon, treating all classes of stock entitled to vote as a single class for the purpose of determining whether the petition is brought by the holders of not less than forty per cent of the outstanding shares as aforesaid, if:

(1) the directors are deadlocked in the management of corporate affairs, and the shareholders are unable to break the deadlock; or

(2) the shareholders are deadlocked in voting powers and have failed to elect successors to directors whose terms have expired or would have expired upon the election of their successors.

After such notice as the court may order and after hearing, the court may decree a dissolution of the corporation, notwithstanding the fact that the business of the corporation is being conducted at a profit, if it shall find that the best interests of the stockholders will be served by such dissolution. 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.

Notes of Decisions

Cited in 16 cases, 1974–2010 · 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 4× “The minority stockholder, by definition lacking fifty per cent of the corporate shares, can never "authorize" the corporation to file a petition for dissolution under G.”

Alkire v. Interstate Theatres Corp., 379 F. Supp. 1210 (D. Mass. 1974). · cites it 9× “The requested relief has as its ultimate purpose dissolution pursuant to M.G.L. c. 156B § 99. 3 *1212 Jurisdiction is based upon diversity of citizenship, 28 U.”

Brodie v. Jordan, 447 Mass. 866 (Mass. 2006). “See G. L. c. 156B, § 99 (holders of forty per cent of outstanding shares may petition for dissolution, but only in event of deadlock).”

Aiello v. Aiello, 447 Mass. 388 (Mass. 2006). “Summary judgment was entered for Joy and Gerald on all claims against them, and the judge determined to dissolve DeLuca’s pursuant to G. L. c. 156B, § 99, as sought by Gerald in a separate action that had been consolidated with the case.”

Goode v. Ryan, 489 N.E.2d 1001 (Mass. 1986). · cites it 2× “G. L. c. 156B, § 99 (a) (1984 ed.). Forty per cent of a corporation’s shareholders may bring a petition for the dissolution of a corporation if directors or shareholders are deadlocked.”

Smith v. Atl. Props., Inc., 422 N.E.2d 798 (Mass. App. Ct. 1981). “See G. L. c. 156B, § 99(b), as amended by St.”

Hallahan v. Haltom Corp., 385 N.E.2d 1033 (Mass. App. Ct. 1979). “As the Donahue case calls to attention (at 592), it is the plight of the minority stockholder that he "must own at least fifty percent of the shares” to file a petition for dissolution under G. L. c. 156B, § 99(a). It was in order to place the "partners” in that position that…”

Drury v. Abdallah, 401 N.E.2d 154 (Mass. App. Ct. 1980). “There is no merit to the plaintiff s claim that the corporation should be judicially dissolved, because the plaintiffs have not made it appear either that the directors are deadlocked in the management of corporate affairs (with the shareholders unable to break the deadlock) or…”

Cain v. Cain, 334 N.E.2d 650 (Mass. App. Ct. 1975). ““[T]he stockholder in the close corporation or ‘incorporated partnership’ may achieve dissolution and recovery of his share of the enterprise assets only by compliance with the rigorous terms of the applicable chapter of the General Laws.”

Papale-Keefe v. Altomare, 647 N.E.2d 722 (Mass. App. Ct. 1995). “Finally, we reject the plaintiffs request that we should disallow the judge’s award of attorney’s fees, payable out of funds of the Realty Trust, which were incurred by Alternare in connection with the legal proceedings involving the Realty Trust.”

Wilkins v. Cooper, 890 N.E.2d 868 (Mass. App. Ct. 2008). “The parties agreed to submit the case to binding arbitration, along with another action brought in the Supreme Judicial Court seeking dissolution of APSI, see G. L. c. 156B, § 99, and an action in the Franklin Division of the Probate and Family Court Department seeking to…”

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.”

Show all 16 citing cases →

— Mass. Gen. Laws ch. 156B, § 99(A) — 1 case

Lewenberg v. Del Regno, 13 Mass. L. Rptr. 736 (Mass. Super. Ct. 2001).

— Mass. Gen. Laws ch. 156B, § 99(a) — 2 cases

Hallahan v. Haltom Corp., 385 N.E.2d 1033 (Mass. App. Ct. 1979). “As the Donahue case calls to attention (at 592), it is the plight of the minority stockholder that he "must own at least fifty percent of the shares” to file a petition for dissolution under G. L. c. 156B, § 99(a). It was in order to place the "partners” in that position that…”

Papale-Keefe v. Altomare, 647 N.E.2d 722 (Mass. App. Ct. 1995). “Finally, we reject the plaintiffs request that we should disallow the judge’s award of attorney’s fees, payable out of funds of the Realty Trust, which were incurred by Alternare in connection with the legal proceedings involving the Realty Trust.”

— Mass. Gen. Laws ch. 156B, § 99(b) — 1 case

Smith v. Atl. Props., Inc., 422 N.E.2d 798 (Mass. App. Ct. 1981). “See G. L. c. 156B, § 99(b), as amended by St.”

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