950 Mass. Reg. 104.17
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.
The Division shall give the corporation at least 90 days notice of the proposed dissolution. The notice shall be sent to the corporation at the address of its principal office as shown in the records of the Division. The notice shall state that the corporation will be dissolved 90 days from the date of the notice, or at such later date as the director shall order, the reasons for the proposed dissolution, and that the corporation may, within 60 days of the notice, request a hearing to show cause why it should not be dissolved.
If a corporation does not request such a hearing, it shall be dissolved as of the date stated in the notice. If the corporation requests such a hearing and at or after the hearing there is a finding that there is cause for dissolution, the corporation shall be dissolved 30 days after the date notice of such finding is given to the corporation.
Notwithstanding the foregoing, a corporation shall not be dissolved if the reports that gave rise to the notice have been filed at least ten days before the effective date of dissolution, or, if the tax returns or tax payments that gave rise to the Secretary's notice have been filed, paid or provided for at least ten days before the effective date of dissolution and the division has received a certificate of good standing issued by the Commissioner of Revenue indicating the corporation is in good standing with respect to any and all returns and taxes payable to the Commissioner, or if the Director determines before the effective date of dissolution that the dissolution would not be in the public interest.
950 CMR 104.17