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 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).
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.
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.
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.
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
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; and
- has prepared an administrative dissolution petition or judicial dissolution complaint and all necessary attachments.
Please type or print in ink all responses very clearly.
Please answer all questions and provide attachments and/or explanations that are applicable to your organization.
For the Fiscal Period, indicate the beginning of the organization's current fiscal year in the blank provided, using numbers such as 6/1/2010. The Form PC-F may be used to report on an organization's financial activity from the first day of its current fiscal year up to the submission of its administrative petition or complaint to the AGO. For a period longer than that, the organization must submit a full Form PC (or PCs) to capture the entire fiscal year (or years) with the filing fee(s) and all required attachments in addition to the Form PC-F. A public charity that is not required to file annual Form PCs must file a financial report summarizing its last three years of activity completed by an accountant, treasurer or other officer responsible for the organization's finances. If you need guidance on what should be included in this report, please call the AGO at (617) 727-2200, x2101.
For the Attorney General's Account #, indicate the number assigned to the organization by the AGO. If it does not have or know its Attorney General Number, please call the AGO.
Indicate all additional documents submitted to the Division with the Form PC-F. A complete "Judicial Complaint Package" includes a Judicial Complaint, Motion for Interlocutory Order, and Interlocutory Order.
Provide contact information for the organization that will remain in effect for at least 16 weeks after submission to the AGO. If the organization has closed or will close its offices during that period, please provide information that will ensure the AGO is able to contact an authorized representative, if necessary.
Please be sure to clearly label all responses that require additional information with the corresponding Question number.
Indicate whether the public charity is in compliance with its reporting to the AGO. If you are unsure, call the AGO to verify.
Indicate whether the organization will have any remaining cash or other assets to transfer after it has paid its debts and other liabilities, including costs associated with winding up its activities and dissolving.
Indicate whether the public charity had any financial activity after the filing of its last Form PC. Even a small amount of activity, such as bank fees, constitutes activity.
Indicate whether the organization's liabilities, including costs associated with winding up its activities and dissolving, are greater than its assets and that it will therefore dissolve with amounts still due individuals and/or businesses (creditors). Please attach a list with the name of each creditor and the approximate amount due the creditor. If any related party was paid an amount due it, please complete Question 7.
Report any transfer of assets that would not have occurred as part of the organization's regular daily activity or as specified in the organizational documents. In the attachment, provide a description of the assets, including amount and date of distribution, recipient, and the board action authorizing the transfer. As an example, an entity that generally makes grants may make a final grant of all of its assets, but an entity that provides services may not make a grant to another entity to provide the same services. Any transfer involving a related party must be disclosed under Question 7.
As a general rule, donor restrictions may only be removed by court order or with the consent of the donor. Indicate here whether any restrictions were removed from any of the organization's donor-restricted funds. Provide in the attachment: the amount of funds, a copy of the gift instrument, the nature of the restriction, the process used to remove the restriction, the board action authorizing the removal, a description of how the funds will be used, and a copy of either the court order or the written consent of the donor authorizing the removal.
In brief, a related party is an officer, director, trustee, or management employee of the dissolving entity, their immediate relatives, and the non-profit and for-profit entities that they are involved in. Note that related party transactions must be reported even when there is no accounting recognition, e.g., in-kind gifts. Please see the Form PC Instructions for the full definition of a related party. If you have a question about whether a transaction involves a related party, call the AGO for guidance.
Complete this Question in its entirety. If the organization did not have income or expenditures, you may report zero in that category.
If the charity has remaining expenses relative to its winding up and dissolution, answer "Yes" and itemize the costs, for example, legal or accounting fees, that have not been paid.
This Question concerns all remaining assets that the charity will transfer as part of its dissolution, including cash, stock, real estate, contracts, intellectual or any other property. Provide a description of the asset, the name of the receiving organization and whether it is a related party (as defined in the Form PC Instructions), and the approximate value of the asset. If an entity is a related party put "Yes" in the box, if not, put "No." If one organization is receiving all of a charity's assets and there are different types of assets, please classify each type to be transferred and articulate its value. You may attach an additional page if more space is needed.
A public charity should distribute all of its remaining assets to non-profit, charitable organizations that either have a similar mission or purpose to the dissolving entity or agree to use the assets for such mission or purpose. If it is unable to do so, please provide an explanation as to how the dissolving organization sought to meet this requirement.
The contact information for the person signing on behalf of the organization should be provided here. If this form is completed by anyone other than the individual signing on the organization's behalf, please identify that individual and include their contact information. The date provided should be the date the PC-F is signed.