950 CMR, § 113.46

Current through Register 1533, October 25, 2024
Section 113.46 - Revocation of Dissolution
(1) A corporation which has voluntarily dissolved may revoke its dissolution by filing articles of revocation of dissolution with the Division within 120 days after the effective date of dissolution.
(2) The articles of revocation of dissolution consist of a form supplied by the Division or a document formatted in the same manner as the Division form. The articles of revocation of dissolution shall set forth:
(a) the name of the corporation;
(b) the street address of the corporation's registered office in the commonwealth;
(c) the effective date of the dissolution that was revoked;
(d) the date that the revocation of dissolution was authorized;
(e) if the corporation's board of directors or incorporators revoked the dissolution, a statement to that effect;
(f) if the corporation's board of directors revoked a dissolution authorized by the shareholders under M.G.L. c. 156D, § 14.02(b), a statement that revocation was permitted by action of the board of directors alone pursuant to that authorization;
(g) if shareholder action was required under M.G.L. c. 156D, § 14.02(b) to revoke the dissolution:
1. the number of votes entitled to be cast on the proposal to revoke dissolution;
2. either the total number of votes cast for and against the revocation of dissolution or the total of undisputed votes cast for dissolution and a statement that the number cast was sufficient for approval; and
3. if voting by voting groups was required on a proposal to revoke dissolution, the information provided by M.G.L. c. 156D, § 14.02(a) and (b) shall be separately provided for each voting group.
(h) if the dissolution was revoked by any method or procedure specified in its articles of dissolution, sufficient information to establish that the corporation has complied with the provisions of its articles governing such revocation; and
(i) the date and time the articles of revocation of dissolution will be effective if the articles of revocation of dissolution are to be effective at a later date and/or time, not more than 90 days from the date and time of filing.
(3) The Division waives the requirement that the articles of revocation of dissolution must be accompanied by a copy of the of articles of dissolution, unless specifically requested by the Division.

950 CMR, § 113.46