Compliance

Form PC and Form PC-F

Governance/Organizational

Financial Issues

Dissolution Process Questions



Compliance



I don't know whether my organization is registered and in compliance with the AGO's Non-Profit Organizations/Public Charities Division. How can I find out?

Please check the organization's own records or visit our website at www.mass.gov/ago/charities to search for your organization using our Annual Filing Document Search. If you are able to locate the organization in the database, then it is registered. The website will also allow you to see what annual reports were submitted in previous years for the organization. If unsure, we strongly suggest that you call the Division (AGO) at 617-727-2200, x2101 or email us at charities@state.ma.us to confirm current compliance status.

I have been told our organization is not in compliance. Can it dissolve?

Yes. However, the organization must first come into compliance by submitting all outstanding items and/or annual reports before or in conjunction with drafting the administrative petition or judicial complaint for dissolution. If you have concerns about your ability to come into compliance please call 617-727-2200, x2101 to discuss available options.

We were not aware of the reporting requirements with the AGO and never registered and/or filed, what do we need to do now to dissolve our organization?

If this organization was a public charity and required to report to the AGO, it will need to register and submit filings for the last four years or for as long as the organization was active, whichever is shorter. Please view information for First-Time Filers on our website.

The organization registered a long time ago but has been inactive for many years and we owe many back filings, do we have to file a Form PC for every year?

The AGO only requires that the last four years of filings be submitted.

Our organization owes the AGO filing fees to get into compliance but we do not have the money to pay them. What do we do?

If you are unable to meet the filing fee requirement, please contact the AGO at 617-727-2200, x2101 to discuss your options.

It has been many years since our organization has been active, what do we have to do to dissolve it?

First, the organization should check to see if it is in compliance with its reporting requirements with the AGO. Form PC filings with all required attachments should be complete for the four fiscal years (if in existence for that long), even if there was no financial activity. The board should take the appropriate steps to authorize the dissolution under G.L. c. 180, §11A(b). It will need to submit a PC-F, the officer certificate of the board vote, and either an administrative petition or judicial complaint, depending on whether there are remaining assets or not.

What if we do not have enough information to complete the missing annual reports and get into compliance? Will the AGO waive any of the filing requirements?

We suggest you contact the AGO to discuss your situation and, in particular, the efforts you have expended to locate and compile the information necessary to complete and file the reports. The AGO will consider waiver requests only when it is fully satisfied that the organization has undertaken all reasonable efforts to reach full compliance.

We are required to submit an audit or reviewed financial statement but we do not have the funds to complete it. What can we do?

If you are unable to meet the review or audit requirement, please contact the AGO to discuss your options.

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Form PC and Form PC-F

What is the Form PC-F?

The Form PC-F pdf format of    form_pc_f_fillable_100110.pdf  is required for all dissolving public charities that are required to file annual reports to the AGO. A filing fee, 990, 990-EZ, or 990-PF and a financial review or audit, are not required for a Form PC-F. The AGO reserves the right, however, in certain instances, to require the organization to comply with its statutory reporting requirements and provide the Form 990, 990-EZ, or 990-PF and a financial review or audit. You will be contacted if that information is necessary. Please note, the Form PC-F requirement does not apply to organizations, that are not required to report to the AGO, such as churches and other entities exempt from reporting.

We reported zero assets in our organization's last Form PC and have had no financial activity since then, but that was several years ago. Do we need to file additional Form PCs?

Yes. Please ensure that all Form PCs have been submitted to the AGO, even if they are reporting a small amount or no financial activity. The organization must be in full compliance with its reporting to the AGO before completing the Form PC-F and submitting an administrative petition to dissolve.

What period of time does the Form PC-F apply to?

The Form PC-F is 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 judicial complaint to the AGO. If more than a year has passed since the fiscal year covered by the last filed Form PC, 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.

Our fiscal year ended in March and we have had several small expenditures since then for bank fees that occurred within two months after the end of the last fiscal year. Do we need to file a Form PC-F for that subsequent period?

Yes, the Form PC-F is used to capture the financial activity that occurred after the end of the last fiscal year.

Our fiscal year ended on December 31, 2010. What is the fiscal period for the Form PC-F?

If the last Form PC is for the fiscal year period January 1, 2010 to December 31, 2010, the Form PC-F start date would be January 1, 2011. The Form PC-F may be used to capture the financial activity for the organization up to December 31, 2011. If the organization is still active after December 31, 2011, however, it must file a Form PC with the required fee and attachments to capture the entire fiscal year's reporting.

What if there has been no financial activity since the last Form PC was filed?

As long as a fiscal year has not passed, the Form PC-F must be filed. If there was no financial activity, that information should be reflected in the form.

We are having a hard time understanding our Form PC or Form PC-F filing requirements because of our organization's unique circumstances. What should we do?

Call the AGO at (617) 727-2200, x2101 to discuss the available options.

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Governance/Organizational

What action must my organization take to authorize dissolution?

The minimum voting requirements can be found in G.L. c. 180, §11A(b). The organization's bylaws should also be consulted. Regardless of the methodology used, an officer certificate of board action is required to accompany the administrative petition doc format of    No_Asset_Administrative_Petition_Sample.doc  or judicial complaint.

What if my organization is not a public charity, but it is a non-profit corporation?

It may dissolve by filing a dissolution complaint with the Supreme Judicial Court or Superior Court and assent by the Attorney General is not necessary. Please contact the Superior Court for guidance. If you do not know whether your organization is a public charity, please call the AGO.

Our organization is exempt from filing with the AGO, such as a church, but it is a charitable corporation. What financial information do we have to submit along with the administrative petition or dissolution complaint?

An organization which is not required to file annual reports, such as a church, should submit a financial report by its accountant, treasurer or other authorized individual summarizing its last three years of financial activities. The report should be included with the administrative petition or dissolution complaint, whichever is appropriate. This type of organization is not required to submit a Form PC-F.

Our public charity is not incorporated, but is an unincorporated association, partnership, limited liability company or other entity. What do we have to do to dissolve?

If a public charity that is an unincorporated association, partnership, limited liability company, or other entity that is not a corporation was required to provide annual reports to the Division, it must file a Form PC-F. If the entity provides for self-termination in its bylaws or other governing documents, it may be appropriate for it to do so. However, in the event significant assets need to be transferred to another organization, court approval may be required. If you have any questions about these entities, please contact the Division 617-727-2200, x2101.

Our organization has no board members as they have long since moved on but it has remaining assets. Can the organization dissolve?

Please call the AGO at 617-727-2200, x2101 if you have such a case.

We are officers (or directors) of a public charity but the idea of dissolving the organization is overwhelming. What will happen if we just walk away and do nothing?

As officers of a public charity, you have a duty to ensure the organization is in compliance with its legal requirements. The organization is required to register under G.L. c. 12, §8E, report under G.L. c. 12, §8F, and to dissolve under G.L. c. 180, §11A. Beginning January 1, 2011, significant penalties can be imposed against a responsible officer or agent for failure to register and/or report to the AGO in a timely manner. The AGO posts the names of non-compliant and deactivated public charities and includes the name of the last known principal contact. The longer an organization waits to submit its administrative petition or judicial complaint, the more the officers or directors are exposed to potential enforcement action by the AGO.

If you do not understand any of the requirements for dissolving a public charity in the Commonwealth of Massachusetts or have other questions, please call the AGO at 617-727-2200, x2101.

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Financial Issues

Our organization never raised any money and never actually operated. Does it have to dissolve?

Yes, the dissolution requirement applies to all charitable corporations in Massachusetts. As the organization has no remaining assets, it is eligible to dissolve through an administrative petition to the AGO. If you believe you have unusual circumstances warranting further review, please contact the AGO at 617-727-2200, x2101.

Must the organization have a zero balance in order to file a no-asset administrative petition with the AGO?

Generally speaking, yes. An administrative petition may be submitted to the AGO only when there is a zero or negative balance or if the funds remaining are sufficient only to pay for the remaining financial obligations, including costs associated with winding up and dissolving. If a net asset or fund balance amount is reported in the Form PC-F and the organization has no remaining expenses, you may transfer those assets only after submitting a judicial complaint and receiving approval from the Supreme Judicial Court.

Our organization has a small amount of money left in the bank and we have paid all remaining debts and obligations. Can we submit an administrative no-asset dissolution petition to the AGO?

It is preferable that the entity spend all of its remaining funds in accordance with its mission prior to submitting the administrative petition or have expenses that will result in the entity having a zero balance. If you have questions on how to appropriately spend remaining assets, please contact the AGO.

After expending all of our remaining assets, we will have remaining debts and liabilities. Can we dissolve?

Generally speaking, yes, however, the AGO will review information requested by the Form PC-F in question 4, including the name of the creditor, amount, whether any portion of the debt has been forgiven and whether a related party was involved, prior to approving the petition or complaint. Please note, in addition, that an administrative dissolution through the AGO does not, in and of itself, relieve or waive any financial obligations that the organization might otherwise have incurred.

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Dissolution Process Questions

I have already submitted a dissolution complaint for an entity that has no assets remaining to the AGO before the law changed on July 19, 2010, do I need to re-submit it using the new format?

The AGO will contact you if a new filing is necessary.

How long will the dissolution process take?

Submissions are reviewed in the order in which they are received. The process will be facilitated if (i) the organization is in compliance with its reporting requirements and (ii) the judicial complaint or administrative petition for dissolution submitted to the AGO is complete and includes all the required information and documents. To inquire about the status of a dissolution being reviewed by the AGO, please call 617-727-2200, x2101.

Should the organization hire an attorney to help with the dissolution process? Is an attorney required?

An attorney is not required to file an administrative petition, though one may be used. In most circumstances, an attorney is required for a with-asset dissolution that is filed with the Supreme Judicial Court. Please make sure the attorney's BBO# and address are included in all submissions to the AGO and filings with the Court.

Will the AGO review a draft administrative petition or judicial complaint before it has been signed?

Yes, however, please understand that a review of an unsigned submission does not expedite the processing time, as it does not include the requisite review of the organization's filings and financial history.

What do we do once we receive the Final Notice of Dissolution from the Supreme Judicial Court or the Attorney General?

Please make sure you inform all appropriate state and federal agencies as to the dissolution, including the Secretary of the Commonwealth of Massachusetts, the Department of Revenue, and the Internal Revenue Service. In addition, if the organization operates in other states, those regulatory agencies should also be informed.

Is a dissolution fee required?

Organizations that file an administrative petition and which are dissolved by the AGO do not pay a fee. A $315 filing fee is only required for a judicial complaint filed with the Supreme Judicial Court. Please do not send the check to the AGO. After receiving an assent from the AGO, the check (made payable to the Commonwealth of Massachusetts) should be included in the package sent to the Supreme Judicial Court.

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