A public charity organized as a corporation in the Commonwealth of Massachusetts may only dissolve under the requirements of M.G. L. c. 180, §11A. As you prepare to dissolve this charitable entity, please ensure that it is in compliance with its reporting to the Non-Profit Organizations/Public Charities of the Attorney General's Office ("AGO") for the last four years under M.G.L. c. 12, §8F. If you do not know whether the organization is in compliance, please contact the AGO at (617)727-2200 ext. 2101 and address any outstanding reporting issues.
In order to process a proposed dissolution, all public charities that are required to report to the AGO must submit the following:
1) A completed Form PC-F;
2) an officer's certificate of the authorization of the dissolution by the charity's board of directors or members, and either
3a) an administrative dissolution petition (if the organization has no remaining net assets to transfer after dissolution);
3b) a judicial dissolution complaint (if there are remaining net assets to transfer after dissolution).
For more information, please visit the dissolution home page. The Form PC-F, including its attachments, the administrative dissolution petition, the judicial dissolution complaint, and the officer's certificate become public records when filed with the AGO and are open to public inspection.
Who must file a Form PC-F?
Every public charity incorporated in Massachusetts must dissolve pursuant to the requirements of M.G.L. c. 180, §11A and those charities that file annual reports to the AGO, must also submit a Form PC-F . This requirement does not apply to corporations and other entities that are not required to report to the AGO, including churches, and those that are exempt from reporting by statute.
What Must be Filed?
The Form PC-F does not require a filing fee, 990, 990-EZ, 990-PF, Probate Account report, Federal Form 1120, Federal Form 1041, financial audit or financial statement. The AGO reserves the right to require an organization to provide additional financial and operational information if necessary for the AGO's review of its financial activities prior to dissolving. You will be contacted if additional information is required.
Where to file?
The Form PC-F , with all attachments and other documents, should be filed by mail to:
Non-Profit Organizations/Public Charities Division
Office of the Attorney General
Dissolution Complaint Processing
One Ashburton Place
Boston, MA 02108-1515
When is the Form PC-F to be filed?
A public charity required to file annual reports may initiate the AGO's review of the proposed dissolution by filing its Form PC-F when it:
- is in compliance with all reporting to the Division;
- has taken the necessary board action to authorize its dissolution;
- has prepared an administrative dissolution petition or judicial dissolution complaint and all necessary attachments; and
- is in it's final short fiscal year of operations. A Form PC-F cannot be submitted for a completed fiscal year.