A public charity seeking to dissolve, which, upon dissolution will have no remaining assets, may now dissolve with the approval of the Attorney General's Non-Profit Organizations/Public Charities Division ("AGO"). Please note this type of dissolution is permitted only for organizations that: 1) never operated nor received any funds; 2) currently have no remaining funds; or 3) will have no remaining funds or property after the payment of its liabilities including costs associated with its wind up and dissolution. These Guidelines set forth the procedures and requirements for providing notice to, and obtaining the approval of, the AGO.
Under the new law, the Supreme Judicial Court has the option to develop guidelines that would allow an organization that has assets below a certain amount to dissolve without a Court petition, but that has not happened yet. Therefore, if your organization will have assets in any amount, you must still file the Court petition.
Steps to Dissolve a Charity Without Remaining Assets
Step One: Confirm and/or achieve compliance with all registration and filing requirements.
Confirm that the organization is in compliance with all registration requirements and annual filing requirements of the Attorney General. To verify status you may check our website or your organization's own records to assure it has registered and submitted complete annual reports (Form PC and appropriate attachments) to the AGO for each of the last four years. If unsure, we strongly urge you to call the AGO at 617-727-2200, x2101 to check the compliance status of your organization prior to proceeding further.
Organizations that are not required to file annual reports, such as churches and those exempt by statute, should make sure their financial records are in order and an accountant, treasurer, or other officer with financial responsibility for the organization should prepare a financial report summarizing the last three years' financial activities for submission to the AGO. If you have questions about the form or content for a 3-year financial report, please call the AGO at 617-727-2200, x2101.
Step Two: Take and confirm the required board action.
The organization should ensure that it has complied with notice and voting requirements for dissolving under G.L. c. 180, §11A(b) and obtained an officer's certificate attesting to the action and its adequacy. A sample officer's certificate is available here .
Step Three: Complete a Form PC-F.
Once the organization's compliance is confirmed, a Form PC-F must be completed. No filing fee, 990/990-EZ/990-PF, or financial audit/review is required with the Form PC-F, but the AGO reserves the right to require additional financial and operational information if necessary or appropriate for its review. If additional information is required, you will be contacted. If more than a year has passed since the fiscal year covered by the last complete Form PC, a full Form PC, with all required attachments and filing fee, must be filed for that completed year in addition to the Form PC-F for the subsequent period.
Please note: organizations that are not otherwise required to report to the AGO, such as churches, do not complete a Form PC-F.
Step Four: Prepare the administrative dissolution petition and accompanying documents.
Once compliance is confirmed and the PC-F is completed, the organization should prepare an administrative dissolution petition. The petition should: 1) indicate why the public charity is dissolving, 2) affirm that the organization is in compliance with its registration and reporting requirements, 3) indicate that it followed the appropriate procedure to authorize the dissolution under M.G.L. c. 180, §11A(b), 4) affirm that all funds (if it received any) were used to support the organization's mission and that any disbursements were made consistent with that mission, and 5) acknowledge that the AGO's approval of the dissolution does not, in and of itself, operate to waive or release any financial liabilities to third parties that might otherwise exist. Sample documents are provided below for your use. To the extent possible please use these models and take care to include the organization's name and all other specified information. Please note, however, that these are samples only; they are not "fill-in-the-blank" forms. These documents require that you include all relevant circumstances related to the dissolution of the organization.
Step Five: Submit the administrative dissolution petition to the Division.
The administrative petition package should include all of the following:
- Completed Form PC-F (with an original signature);
- Officer's Certificate (with an original signature); and
- Administrative Petition (with an original signature and date of submission).
Reminder: a public charity not required to register and submit annual reports, such as a church or those exempt by statute, should include a financial report for its last three years of activity. If you have questions about this document, please call the Division at (617) 727-2200, x2120.
Please be sure to keep a copy of each document for your records and send the documents to:
Non-Profit Organizations/Public Charities Division
Office of the Attorney General
Dissolution Complaint Processing
One Ashburton Place
Boston, MA 02108-1518
Once the AGO receives the complete package, you will be contacted if the AGO has any questions. After the AGO's review, if all is in order, you will receive a Final Notice of Dissolution, indicating the organization is dissolved.
Step Six: Notifications.
Please inform all appropriate state and federal agencies of the dissolution, including the Secretary of the Commonwealth of Massachusetts and the Internal Revenue Service. If your organization operates in other states, those regulatory agencies should also be informed.
Where a signature is required, the organization must provide an original signature, copies are not permitted. Petitions are reviewed as received and it is beneficial if all of the documents are completed and submitted as described. If you have other questions about dissolving a charity with no assets, please see Frequently Asked Questions About Dissolutions, call the Dissolution Hotline at 617-727-2200, x2410, or call the AGO at 617-727-2200, x2101.
Remember: if an organization has remaining assets, it may dissolve only with the approval of the SJC under G.L. c. 180, §11A(d). Please refer to the Guidance for Dissolving Charitable Corporations With Remaining Assets if your organization will have any remaining assets after the payment of its debts and liabilities.