950 CMR, § 105.11

Current through Register 1536, December 6, 2024

Section 105.11 - Dissolution

(1) A professional corporation may be involuntarily dissolved by the state secretary if:

(a) a redemption transfer of shares, or a merger of a professional corporation is required by M.G.L. c. 156A, §§ 12 or 13 and such action is not completed timely;

(b) the corporation fails to comply with any provisions of M.G.L. c. 156A; or (C) the corporation is subject to dissolution pursuant to the provisions of M.G.L. c. 156B, § 101.

(2) In those instances the state secretary will give the corporation at least 90 days notice of the proposed dissolution. The notice will be sent by mail to the principal office as listed in the state secretary's records. The notice will state the reasons for the proposed dissolution, and that the corporation may within 60 days of the date of the notice, request a hearing to show cause why it should not be dissolved.

If a corporation does not request a hearing, it shall be dissolved as of the date stated in the notice, unless the state secretary determines before the effective date that the dissolution would not be in the public interest or unless the reports which gave rise to the notice have been filed at least ten days prior to the effective date of the dissolution, or the tax returns or tax payments that gave rise to the notice have been paid or provided for at least ten days before the effective date of dissolution and the state secretary has received a certificate of good standing relative to the corporation issued by the commissioner of revenue.

The state secretary may also involuntarily dissolve a professional corporation upon receipt of a certificate from any regulating board with jurisdiction stating the corporation has failed to comply with the requirements of the board so as to give cause for its dissolution, and stating facts sufficient to support that position. A copy of the certificate must be given to the corporation at least 60 days prior to the dissolution.

950 CMR, § 105.11