Current through Register 1533, October 25, 2024
Section 113.47 - Reinstatement Following Administrative Dissolution(1) A corporation that has been administratively dissolved by the Division may apply for reinstatement at any time.(2) The application for reinstatement consists of a form supplied by the Division or a document formatted in the same manner as the Division form. The application for reinstatement shall set forth: (a) the name of the corporation;(b) the street address of the corporation's registered office and the registered agent at that office;(c) the effective date of the corporation's administrative dissolution;(d) either that the grounds for administrative dissolution did not exist or that the grounds for administrative dissolution have been eliminated;(e) that the corporation's name satisfies the requirements of M.G.L. c. 156D, § 4.01 or a statement that the corporation is simultaneously submitting a certificate of amendment to change its name to a name that satisfies the requirements of M. G. L. c. 156D, § 4.01; and(f) the date and time the application for reinstatement will be effective if the application for reinstatement is to be effective at a later date and/or time, not more than 90 days after the date and time of filing.(3) The application for reinstatement must be accompanied by a certificate from the Department of Revenue reciting that all corporate excise taxes and any related penalties have been paid or contain a request to the department of revenue for said certificate. The request shall instruct the department of revenue to provide the certificate to the secretary of state and recite that all tax returns required to be filed by the corporation under M.G.L. chs. 62C and 63 have been filed and all taxes due on such returns and related penalties have been paid. The secretary of state shall forward the request to the department of revenue. If the secretary of state does not receive the certificate within six months from the date the application for reinstatement is filed, he may revoke the reinstatement. Such revocation will be effective seven days from the date notice is provided to the corporation.(4) The Division may reinstate the corporation's authority to transact business without limitation or may reinstate for a limited purpose not to exceed one year. The application is deemed to be an amendment of the corporation's articles of organization.(5) In order to file an application for reinstatement without limitation with the Division, a corporation shall file all annual reports required to be filed by it for the last ten fiscal years