Massachusetts General Laws

Mass. Gen. Laws ch. 180, § 11 (2026)

Dissolution; non-charitable corporation

✓ current as of July 2026

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Section 11. A corporation which does not constitute a public charity and which desires to close its affairs may, unless otherwise provided in its articles of organization, by the vote of a majority of its members legally qualified to vote in meetings of the corporation, authorize a petition for its dissolution to be filed in the supreme judicial or superior court setting forth in substance the grounds of the application; and after such notice as the court may order and after hearing, the court may decree a dissolution of the corporation. Upon any dissolution in accordance with this chapter, the existence of the corporation shall cease, subject to applicable provisions of law for continuation to close its affairs, for the appointment of receivers and for revival.

Upon dissolution of a corporation in accordance with this chapter, the clerk of the court in which the decree therefor is entered shall forthwith make return thereof to the state secretary giving the name of the corporation and the date upon which such decree was entered. The state secretary shall thereupon notify the person shown by his records to have last served as clerk of the corporation of the entry of such decree and the date thereof.

Notes of Decisions

Cited in 5 cases, 1965–2007 · leading case: Gen. Convention of the New Jerusalem in the United States of Am., Inc. v. MacKenzie, 874 N.E.2d 1084 (Mass. 2007).

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Gen. Convention of the New Jerusalem in the United States of Am., Inc. v. MacKenzie, 874 N.E.2d 1084 (Mass. 2007). “Massachusetts mandates that charities follow certain statutory procedures for dissolution, see G. L. c. 180, § 11 A, 5 and the church has taken none of these steps.”

Attorney Gen. v. Hahnemann Hosp., 494 N.E.2d 1011 (Mass. 1986). · cites it 2× “214, § l, 3 and G. L. c. 180, § 11 A. 4 The Attorney General, acting pursuant to his common *822 law and statutory authority to see to the due application of charitable funds, seeks to enjoin the sale of all the assets of Hahnemann, a charitable corporation, to a for-profit…”

Wigglesworth v. Cowles, 648 N.E.2d 1289 (Mass. App. Ct. 1995). · cites it 2× “” Dissolution of a charitable corporation at that time was governed not by G. L. c. 180, § 11 A, which was inserted by St.”

Town of Milton v. Ladd, 206 N.E.2d 161 (Mass. 1965). “2 The Trustees of Reservations, whose name was changed in 1954 under the provisions of G. L. c. 180, § 11, from the Trustees of Public Reservations, is a charitable corporation established by St.”

Congregational Ch. of Chicopee Falls v. Attorney Gen., 381 N.E.2d 1305 (Mass. 1978). “But the bank moved at this point to dismiss the action for want of jurisdiction in the Superior Court, urging that dissolution of the church fell under G. L. c. 180, § 11 A, which requires that such an action be brought in the Supreme Judicial Court.”

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