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My business faced involuntary dissolution by court order in

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MA JA: The Expert will know...
My business faced involuntary dissolution by court order in MA
JA: The Expert will know how to help. Please tell me more, so we can help you best.
Customer: I think this is related to the annual report and would like to know how I can fix that
JA: Is there anything else important you think the Expert should know?
Customer: No
Submitted: 2 months ago.Category: Tax
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Answered in 36 minutes by:
9/11/2017
Tax Professional: taxmanrog, Certified Public Accountant (CPA) replied 2 months ago
taxmanrog
taxmanrog, Certified Public Accountant (CPA)
Category: Tax
Satisfied Customers: 782
Experience: Licensed CPA, MA, MST with 31 years' experience. Teach Accounting and Tax courses at Masters level.
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Tax Professional: taxmanrog, Certified Public Accountant (CPA) replied 2 months ago

Corporations are involuntarily dissolved all the time, usually for failing to file the annual report. As the registered agent for many corporations, it often amazes me that I will send the annual report to the corporation for signature, filing and payment, and they will neglect to file the form. Usually, I get a notice from the Secretary of State first, which gives me time to contact them to resolve the problem.

However, sometimes that does not work, so they get dissolved, as appears to have happened to you.

Here is the law for MA dissolution:

Involuntary Dissolution of Corporation

"If a corporation has failed to comply with the provisions of the General Laws requiring the filing of annual reports with the Division or tax returns with the Commissioner of Revenue or the payment of any taxes under M.G.L. c. 62C for two or more consecutive years, or if the Director is satisfied that a corporation has become inactive and that its dissolution would be in the public interest, the Division may dissolve the corporation."

So if you have not filed your annual report, the Secretary of State dissolved it. This happens all the time. They are supposed to send you a notice and give you 90 days to request a hearing (or pay) before they dissolve you.

Once dissolved, the law says at 104.18:

"A corporation which has been terminated in any manner may be revived by the Division upon application by an interested party. The application for revival shall contain the following information:

(a) name of corporation;

(b) name and address of applicant;

(c) interest of applicant in the revival of the corporation;

(d) date of termination; circumstances of termination; and provisions of General Laws under which termination was effected;

(e) a complete description of the activities of the corporation since its termination;

(f) reason or reasons for revival of corporation;

(g) period of time sought for revival;

(i) signature of applicant under penalties of perjury.

(2) Upon acceptance of the application and payment of the proper fee or fees the Division shall file a Revival Certificate in its offices reviving the corporation pursuant to M.G.L. c 156B, § 108. A corporation may be revived for an indefinite time by general revival, or for a limited period

of time not to exceed one year. In the case of a general revival, annual reports must be filed for the previous ten fiscal years before the Division will revive the corporation. In the case of a limited revival the corporation shall stand revived for the time defined, or for the accomplishment of such purpose or purposes, in accordance with the Revival Certificate. Upon the filing of a general revival the corporation shall stand revived with the same powers, duties, and obligations as if it had not been dissolved, except as otherwise provided in the Revival Certificate. A Revival Certificate filed by the Division shall constitute an amendment as in 950 CMR 104.09.

So once you are dissolved, you can apply for reinstatement. You have to request it, as outlined above, and file your missing annual reports, and pay a fee. Here is the link to the form:

https://www.sec.state.ma.us/cor/corpdf/c156ds142295011347.pdf

I hope this answers your question. If you have any more, please let me know and I will be happy to answer.

Thanks! Have a great week!

Roger

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Tax Professional: taxmanrog, Certified Public Accountant (CPA) replied 2 months ago

I have not heard back from you. Do you have any further questions?

If not, please don't forget to rate me. It is how the questions are closed.

Thanks!

Roger

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taxmanrog
taxmanrog, Certified Public Accountant (CPA)
Category: Tax
Satisfied Customers: 782
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Experience: Licensed CPA, MA, MST with 31 years' experience. Teach Accounting and Tax courses at Masters level.

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