Charities With Assets To Transfer At The Time Of  Dissolution

Packet B contains the following sample documents:
•	Sample Complaint

•	Motion for Entry of Interlocutory Order

•	Interlocutory Order

•	Affidavit of Receipt

•	Affidavit of Compliance

•	Motion for Entry of Judgment

•	Judgment
As you can see from these sample documents, charities with assets to transfer at the time of dissolution must follow two additional procedures:  (i) moving for an interlocutory order to obtain the Court's approval of the transfer of the charity's funds or property, and then (ii) certifying to the court that this step has been completed.  
Please note that the entity to which the assets are transferred must have a charitable purpose similar to that of the dissolving organization or else must agree to use the assets in accordance with the dissolving organization's purpose, which use may be for the transferee's general purposes or a specified special purpose. 
Charities with assets to transfer should begin by preparing the Complaint, Motion for Entry of an Interlocutory Order and Interlocutory Order and forwarding the originals and one copy to the Non-Profit Organizations/Public Charities Division.  Packet B contains samples of these documents, to be used as a guide only.  

If your annual financial filings(Form PC) with this office are not up-to-date, please send all delinquent reports and filing fees along with your complaint.  

If there has been any financial activity since the filing of your most recent Form PC, please do not neglect to include an affidavit of financial activity in Exhibit “B”.  

Our office will review these documents and, if all is in order, we will sign the line provided for our assent on the Motion for Entry of Interlocutory Order and return the originals to you for filing with the Supreme Judicial Court.

The SJC will then review these pleadings and sign the Interlocutory Order.  
After you have received the court's entry of the Interlocutory Order, send to our office a copy of the signed order, and then transfer the funds as directed in the court's order and prepare two affidavits regarding the transfer of the funds:
1.	An Affidavit of Compliance, signed by your organization, indicating compliance with the Interlocutory Order; and 
2.	An Affidavit of Receipt, signed by the organization designated to receive the assets, indicating that the funds have been received.
Next, forward the originals and one copy each of the two affidavits, the Motion for Entry of Judgment, and the Judgment to our office for review.  After our review, if all is in order, we will sign on the assent line and return the documents to you for you to file them with the SJC.  
The filing fee of $315.00, made payable to the Comwealth of Mmonassachusetts, must accompany your filing with the SJC.

If you have questions which are not addressed in this packet of information, please contact this office.

PACKET B

SAMPLE COMPLAINT FOR
CHARITIES WITH ASSETS TO TRANSFER                 

COMMONWEALTH OF MASSACHUSETTS

SUFFOLK, SS.	SUPREME JUDICIAL COURT 		EQUITY NO. 

_______________________________________
						)
						)
CHARITY, INC.				)
	Plaintiff,				)
						)
	v.					)
						)
						)
MARTHA COAKLEY, AS SHE IS		)
THE ATTORNEY GENERAL OF THE		)
COMMONWEALTH OF MASSACHUSETTS,	)
AND [CHARITY RECEIVING ASSETS]	)
	Defendants,				)
						)

COMPLAINT FOR VOLUNTARY DISSOLUTION

The Plaintiff, Charity, Inc., respectfully requests dissolution pursuant to G.L. c. 180,

Section 11A as follows:

1.	The plaintiff is a corporation for charitable purposes organized and existing pursuant to

Chapter 180 of the Massachusetts General Laws.

2.	Defendant Martha Coakley is the duly elected and qualified Attorney General of the

Commonwealth of Massachusetts.

3.	The Defendant, [CHARITY RECEIVING ASSETS], is a corporation for charitable

purposes organized and existing pursuant to Chapter 180 of the Massachusetts General

                        Laws.
4.	The charitable purposes for which the plaintiff was organized are, in pertinent part, as

follows:

[Quote or summarize purpose of the organization as found in the Articles of Organization]

5.	The Defendant, [CHARITY RECEIVING ASSETS], has, as one of its charitable

purposes for which it was organized, the following purpose:

[Quote or summarize the purpose of the charitable organization to which the assets will be transferred]

6.	[Paragraph 6 must state the reasons why the charity is dissolving.  Please write the most

accurate and complete grounds for dissolution as they apply to your case.  The following

are examples only]

(example)   6a.	The charitable purposes for which the Plaintiff was organized have been fulfilled. 

[Elaborate; Give a summary of work performed; Explain how purposes have been

fulfilled.]

OR

(example)   6b.	It has become impossible and/or impracticable for the Plaintiff to continue to

operate, for the following reasons:  [Elaborate - use several paragraphs, if

necessary]

OR

(example)   6c.	The Plaintiff performed the following work in accordance with the charitable

purposes for which it was formed:  [             ]; however, Plaintiff has been unable

to raise sufficient funds to continue its work [or, Plaintiff has explored and

exhausted every feasible alternative for continuation of operation, but no alternative

appears to be financially viable]

7.	After due deliberation, the Plaintiff's Board of Directors, which is its governing body, by a

series of resolutions passed by a majority of said Directors at a meeting duly called and

held on     [date]     , has determined that the Plaintiff has fulfilled its corporate purposes

[or that it is no longer feasible or possible to carry out the Plaintiff's corporate purposes or,

that its corporate viability has ceased] and that this Complaint for Dissolution should be

presented to the Supreme Judicial Court.  Furthermore, said resolutions were adopted,

ratified and confirmed in a written document dated                   , executed by all of the

Plaintiff's Directors.  A true copy of said document, including the text of said resolutions, is

annexed as 	Exhibit "A" and made a part of this Complaint. [The resolutions

should indicate whether the transferee is to use the assets transferred for its general

purposes or a special purpose.]

8.	It is the collective judgment and recommendation of the Plaintiff's Board of Directors as

expressed in the resolutions referred to above that, upon dissolution, Plaintiff's funds,

assets and property remaining after payment of the Plaintiff's lawful debts, liabilities and

obligations should be paid over or conveyed, as the case may be, to the [CHARITY

RECEIVING ASSETS] to be used for the purposes of 	.......	[state purpose: - whether for

general purposes or a special purpose, or incorporate terms of resolution by reference].

9.	The Defendant, [CHARITY RECEIVING ASSETS], has agreed to accept the Plaintiff's

funds, assets and property for the purposes as stated in paragraph 5, above, subject to

authorization of the Supreme Judicial Court pursuant to the provisions of Section 11A of

Chapter 180 of the Massachusetts General Laws, as amended, and to expend or use said

funds, assets and property solely in furtherance of said stated purposes and in accordance

with the 	authorization of the Supreme Judicial Court.

10.	As appears in its latest annual report (Form PC) and affidavits reflecting any subsequent

financial activity, dated               , 2__  , signed by                    , Treasurer of the Plaintiff,

the Plaintiff has assets of $       and accrued and anticipated liabilities, including costs of

dissolution and final tax returns and annual reports, of  $        .  The Plaintiff anticipates that

its remaining assets available for distribution to the defendant [                     ] will be

approximately $        .  A true copy of said annual report and affidavits are annexed hereto

as Exhibit "B" and made a part of this Complaint.

11.	The Plaintiff avers that all of the funds received by the Plaintiff since its inception have been

donated for its general purposes with no restriction of any kind placed upon them by the

donors.  [If restrictions have been placed on charitable assets, please add, "except as

follows" to paragraph 11 and explain what restricted funds the organization has received

and how the restricted funds will be used by the accepting organization.]

12.	The Plaintiff anticipates that all outstanding debts, liabilities and obligations to creditors will

be satisfied in full and discharged, and avers that funds have been prudently reserved

therefore.

WHEREFORE, the Plaintiff respectfully prays that the Honorable Supreme Judicial Court:

1.	Enter an Interlocutory Order

That the transfer by the Plaintiff to the Defendant, [CHARITY RECEIVING ASSETS], of the Plaintiff's funds, assets and property remaining after satisfaction of its existing debts, obligations, liabilities and final expenses be authorized to be used for the purposes described in paragraph 8 of the Complaint.

2.	Upon the filing of affidavits by the Plaintiff and Defendant [CHARITY RECEIVING 	ASSETS] attesting to the consummation of said transfer, enter a final order declaring:

That the Plaintiff be dissolved as an existing Massachusetts corporation in accordance with the provisions of Section 11A of Chapter 180 of the Massachusetts General Laws, as amended.

	RESPECTFULLY SUBMITTED 	BY CHARITY, INC.

	By Its Attorneys

							_____________________________
COMMONWEALTH OF MASSACHUSETTS

SUFFOLK, SS	SUPREME JUDICIAL COURT 	EQUITY NO. 

_______________________________________
						)
						)
CHARITY, INC.				)
	Plaintiff,				)
						)
	v.					)
						)
						)
MARTHA COAKLEY, AS SHE IS		)
THE ATTORNEY GENERAL OF THE		)
COMMONWEALTH OF MASSACHUSETTS,	)
AND [CHARITY RECEIVING ASSETS]	)
	Defendants,				)
						)

MOTION FOR ENTRY OF INTERLOCUTORY ORDER

Now comes the Plaintiff in the above matter and moves that this Honorable Court enter an

Interlocutory Order in the form attached.

Assented to:

MARTHA COAKLEY		CHARITY, INC.
ATTORNEY GENERAL		By Its Attorneys,

							________________________________

________________________________			________________________________
Assistant Attorney General				
Division of Public Charities Public Protection Bureau
Department of the Attorney General One Ashburton Place
Boston, MA  02108 (617) 727-2200
B.B.O. #       

[CHARITY RECEIVING ASSETS]

By:  _____________________________                                                     

COMMONWEALTH OF MASSACHUSETTS

SUFFOLK, SS.	SUPREME JUDICIAL COURT 	EQUITY NO. 

_______________________________________
						)
						)
CHARITY, INC.				)
	Plaintiff,				)
						)
	v.					)
						)
						)
MARTHA COAKLEY, AS SHE IS		)
THE ATTORNEY GENERAL OF THE		)
COMMONWEALTH OF MASSACHUSETTS,	)
AND [CHARITY RECEIVING ASSETS]	)
	Defendants,				)
						)

INTERLOCUTORY ORDER

On Plaintiff's Motion for Entry of Interlocutory Order, it appearing that the Defendants Martha Coakley, Attorney General of the Commonwealth, and [CHARITY RECEIVING ASSETS] have
assented thereto,

NOW, THEREFORE, it is adjudged and ordered:

That the Plaintiff transfer to [CHARITY RECEIVING ASSETS] The Plaintiff's net funds,

property and assets remaining after satisfaction of its lawful debts, obligations, liabilities and expenses,

such assets to be used by [CHARITY RECEIVING ASSETS], for the purpose of [STATE HOW

FUNDS WILL BE USED--whether for general purposes or specified special pupose as described in

the Complaint.]

	By the Court:

						___________________________________

DATED:_______________
COMMONWEALTH OF MASSACHUSETTS

SUFFOLK, SS.	SUPREME JUDICIAL COURT 	EQUITY NO.

_______________________________________
						)
						)
CHARITY, INC.				)
	Plaintiff,				)
						)
	v.					)
						)
						)
MARTHA COAKLEY, AS SHE IS		)
THE ATTORNEY GENERAL OF THE		)
COMMONWEALTH OF MASSACHUSETTS,	)
AND [CHARITY RECEIVING ASSETS]	)
	Defendants,				)
						)

AFFIDAVIT OF RECEIPT

I, [                  ], Executive Director of the Defendant, [CHARITY RECEIVING ASSETS],

hereby certify under pains and penalities of perjury that the Plaintiff has transferred to this Defendant

funds in the amount of $         , in accordance with the Interlocutory Order entered in this matter on

the          day of         , 2___    .

				

							__________________________________
	Executive Director

COMMONWEALTH OF MASSACHUSETTS

SUFFOLK, SS.	SUPREME JUDICIAL COURT  	EQUITY NO. 

_______________________________________
						)
						)
CHARITY, INC.				)
	Plaintiff,				)
						)
	v.					)
						)
						)
MARTHA COAKLEY, AS SHE IS		)
THE ATTORNEY GENERAL OF THE		)
COMMONWEALTH OF MASSACHUSETTS,	)
AND [CHARITY RECEIVING ASSETS]	)
	Defendants,				)
						)

AFFIDAVIT OF COMPLIANCE

I, [                      ], Treasurer of the Plaintiff, hereby certify under the pains and penalties of

perjury that the net funds, property and assets of the Plaintiff remaining after satisfaction of its debts,

obligations, liabilities and expenses have been transferred to Defendant, [CHARITY RECEIVING

ASSETS], in accordance with the Interlocutory Order entered by the Honorable Supreme Judicial

Court in this matter on the          day of         , 2__    .

							_________________________________
							CHARITY, INC
							Treasurer	
COMMONWEALTH OF MASSACHUSETTS

SUFFOLK, SS	SUPREME JUDICIAL COURT 	EQUITY NO. 

_______________________________________
						)
						)
CHARITY, INC.				)
		Plaintiff,			)
						)
	v.					)
						)
						)
MARTHA COAKLEY, AS SHE IS		)
THE ATTORNEY GENERAL OF THE		)
COMMONWEALTH OF MASSACHUSETTS,	)
AND [CHARITY RECEIVING ASSETS]	)
		Defendants,			)
						)

MOTION FOR ENTRY OF JUDGMENT

Now comes the Plaintiff in the above matter and moves that a Judgment be entered in the form

attached hereto.

Assented to:

MARTHA COAKLEY		CHARITY, INC.
ATTORNEY GENERAL		By Its Attorneys,

Through:         __________________________			_____________________________	
Assistant Attorney General 
Division of Public Charities 			_____________________________
Public Protection Bureau
One Ashburton Place
Boston, MA 02108
(617) 727-2200
B.B.O.#

[CHARITY RECEIVING ASSETS]

By: ___________________________                                                    

COMMONWEALTH OF MASSACHUSETTS

SUFFOLK, SS	SUPREME JUDICIAL COURT
EQUITY NO. 

_______________________________________
						)
						)
CHARITY, INC.				)
		Plaintiff,			)
						)
	v.					)
						)
						)
MARTHA COAKLEY, AS SHE IS		)
THE ATTORNEY GENERAL OF THE		)
COMMONWEALTH OF MASSACHUSETTS,	)
AND [CHARITY RECEIVING ASSETS]	)
		Defendants,			)
						)

JUDGMENT

This case came on to be heard further, and it appearing that the Affidavit of Compliance of the

Plaintiff certifying to the transfer of Plaintiff's funds, assets and property to Defendant, [CHARITY

RECEIVING ASSETS] and the Affidavit of Receipt of said Defendant certifying to the receipt of

same have been filed in this Court, as authorized by an Interlocutory Order of the Honorable Supreme

Judicial Court in this matter on the          day of           , 2__   ; and it further appearing that the

Defendant Martha Coakley, Attorney General of the Commonwealth, has assented thereto,

NOW, THEREFORE, it is ordered, adjudged and decreed:

1.	That Defendant, [CHARITY RECEIVING ASSETS], is hereby named as successor

to any funds, property, assets or interest of Plaintiff to be used for the purposes specified in this

Court's Interlocutory Order in this matter. 

2.	That Plaintiff, Charity, Inc., is hereby dissolved.

						BY THE COURT:

						_____________________

Dated:________________