Introduction

Legislation enacted by St. 1991, c. 529, effective March 19, 1992, amended Chapter 156B, § 100(d) of the General Laws, by removing the requirement that a voluntarily dissolving corporation obtain a Certificate of Good Standing for Dissolution Purposes from the Commissioner of Revenue in order to be dissolved officially by the Secretary of State. See St. 1991, c. 529. As a result, corporations no longer are required to obtain a Certificate of Good Standing for Dissolution Purposes from the Commissioner of Revenue before being dissolved by the Secretary of State. Certain corporations nonetheless may have independent business reasons for obtaining such a Certificate.


The purpose of this Technical Information Release is to explain the rules and procedures that apply to a voluntarily dissolving corporation wishing to obtain a Certificate of Good Standing for Dissolution Purposes ("Certificate") from the Commissioner of Revenue under Massachusetts General Laws Chapter 62C, § 32 and Chapter 156B, § 100(d), as amended by St. 1991, c. 529.

1. Prior Law

Under former G.L. c. 156B, § 100(d), effective January 1, 1986, the voluntary dissolution of a corporation was not effective until the Secretary of State received a Certificate of Good Standing for Dissolution Purposes from the Commissioner of Revenue. The issuance of this Certificate by the Commissioner indicated that a corporation had paid or provided for all taxes due and payable by it under G.L. c. 62C. See G.L. c. 156B, § 100(d), as amended by St. 1985, c. 593, §§ 35, 50. Upon filing of the Certificate with the Secretary of State, a corporation that otherwise complied with the requirements for voluntary dissolution as set forth in G.L. c. 156B, § 100 was dissolved by the Secretary of State.

2. Effect of St. 1991, c. 529 on Voluntary Dissolutions regulation, 830 CMR 62C.32.1

Chapter 156B, § 100(d), as amended, no longer requires a voluntarily dissolving corporation to obtain a Certificate of Good Standing for Dissolution Purposes from the Commissioner before being dissolved by the Secretary of State. As a result of the statutory change in St. 1991, c. 529, the language in the Voluntary Dissolutions regulation, 830 CMR 62C.32.1(1)(a), that provides that "[t]he voluntary dissolution of a corporation shall not become effective unless and until the Secretary of State has received a Certificate of the Commissioner certifying that all taxes due and payable by the corporation under G.L. c. 62C have been paid or provided for" is obsolete. However, the regulation continues to apply to any corporation wishing to obtain such a Certificate. A corporation wishing to obtain a Certificate should continue to follow these regulatory procedures.

Whether or not a corporation wishes to obtain a Certificate, it must continue to follow the general requirements set forth in the regulation for providing notice of authorization of dissolution to the Commissioner. This is because G.L. c. 156B, § 100(b) contains an express notice requirement of a corporation's voluntary dissolution. This provision requires a voluntarily dissolving corporation to mail notice of its dissolution to the Commissioner within thirty days of the date of authorization of such dissolution. After giving notice to the Commissioner, the corporation must submit its articles of dissolution to the Secretary of State in accordance with the provisions of G.L. c. 156B, § 100(c).

All regulatory provisions governing payment of all taxes that have been assessed or deemed assessed against the corporation, and providing for unassessed corporate excise liabilities, as well as the general rules regarding the effect of Certificates, and final returns and payment for taxes remain in effect. Chapter 156B, § 100(d), as amended, does not affect any tax liabilities and obligations of voluntarily dissolving corporations and responsible persons under the regulation or any other provisions of law.

3. Procedures for Obtaining Certificates

In order to accommodate any voluntarily dissolving corporation that wishes to obtain a Certificate of Good Standing for Dissolution Purposes, the Commissioner continues to issue such Certificates. Corporations that wish to obtain a Certificate must follow the procedures set forth in the Voluntary Dissolutions regulation, 830 CMR 62C.32.1.


Requests for Certificates of Good Standing for Dissolution Purposes should be sent to:

Massachusetts Department of Revenue
Certificates Unit
215 First Street
Cambridge, MA 02142

/s/ Mitchell Adams
Mitchell Adams
Commissioner of Revenue

September 16, 1992

TIR 92-4