Section 156B:99 - Petition for dissolution in supreme judicial court; casesA petition for dissolution of a corporation may be filed in the supreme judicial court in the following cases:
(a) A corporation which desires to close its affairs may authorize the filing of such a petition by a vote of a majority of each class of its stock outstanding and entitled to vote thereon;(b) Such a petition may be filed by the holder or holders of not less than forty per cent of all the shares of its stock outstanding and entitled to vote thereon, treating all classes of stock entitled to vote as a single class for the purpose of determining whether the petition is brought by the holders of not less than forty per cent of the outstanding shares as aforesaid, if:(1) the directors are deadlocked in the management of corporate affairs, and the shareholders are unable to break the deadlock; or(2) the shareholders are deadlocked in voting powers and have failed to elect successors to directors whose terms have expired or would have expired upon the election of their successors. After such notice as the court may order and after hearing, the court may decree a dissolution of the corporation, notwithstanding the fact that the business of the corporation is being conducted at a profit, if it shall find that the best interests of the stockholders will be served by such dissolution. Upon such dissolution, the existence of the corporation shall cease, subject to the provisions of sections one hundred and two, one hundred and four and one hundred and eight.
Mass. Gen. Laws ch. 156B, § 99