950 CMR, § 113.53

Current through Register 1533, October 25, 2024
Section 113.53 - Transfer of Authority
(1) A foreign business corporation authorized to transact business in the commonwealth that converts into any form of foreign other entity or foreign non-profit corporation required to register to transact business in the commonwealth may transfer its authority to transact business in the commonwealth by filing an application for transfer of authority.
(2) The application for transfer of authority consists of a form supplied by the Division or a document formatted in the same manner as the Division form. The application shall set forth:
(a) the name of the corporation;
(b) the type of other entity into which it has been converted;
(c) the jurisdiction the laws of which govern its internal affairs;
(d) all other information required in a filing under the laws of the commonwealth by an other entity of the type the corporation has become seeking authority to transact business in the commonwealth;
(e) the date and time the transfer of authority will be effective if the transfer of authority is to be effective at a later date and/or time, not more than 90 days from the date and time of filing; and
(3) If the other entity is a filing entity, the transfer of authority shall be accompanied by an original certificate evidencing such change issued, not more than 90 days prior to submission, by an officer or agency properly authorized in the jurisdiction of organization. If the certificate is in a foreign language, a translation thereof under oath of the translator shall be attached.
(4) The fee for filing the transfer of authority shall be the withdrawal fee plus the fee for filing a certificate of registration of the foreign other entity.
(5)Requirement to File Annual Report. In order to file a transfer of authority, a foreign corporation shall file all annual reports required to be filed by it for the last ten fiscal years. If the corporation has not completed its current year at the time it files the certificate of withdrawal, it will be required to file an annual report for the current fiscal year if more than six months have passed since the close of its prior fiscal year or if the corporation has issued additional shares during the partial fiscal year.

950 CMR, § 113.53