Dissolving a Charity

The law permits corporations with no remaining net assets to dissolve through an administrative dissolution petition filed with the AGO. The law with respect to charitable corporations with remaining net assets that seek to dissolve is unchanged, and those organizations must still obtain the approval of the SJC. Please note that the dissolution statute also authorizes the SJC to adopt a rule permitting the AGO to administratively dissolve charitable organizations with remaining net assets below a threshold to be established by the Court, but the SJC has not yet adopted such a rule.

All dissolving charities required to report to the AGO must submit a Final Form PC (Form PC-F) . After completing the Form PC-F, you will know whether there are assets that will need to be transferred as part of the dissolution and what other documents are required.

For those charities with remaining assets, as of November 22, 2021, the SJC is accepting electronic filing of dissolutions through the eFileMA system.  The SJC strongly encourages counsel to eFile their pleadings and correspondence in dissolution proceedings.  More information is available at the following links:

• www.efilema.com
• www.mass.gov/guides/electronic-filing-at-the-supreme-judicial-court-single-justice 

A public charity with no remaining assets that is seeking to dissolve may dissolve with the approval of the Attorney General's Non-Profit Organizations/Public Charities Division (AGO). Please note this type of dissolution is permitted only for organizations that: 

1. never operated nor received any funds; or
2. currently have no remaining funds*; or 
3. will have no remaining funds or property after the payment of its liabilities including costs associated with its wind up and dissolution. 

These guidelines set forth the procedures and requirements for providing notice to, and obtaining the approval of, the AGO.

 *A charity cannot render itself without assets by giving away funds UNLESS that kind of grant making is already a primary part of its purpose and operations. If unsure, please call the AGO at 617-963-2101.

Steps to Dissolve a Charity With No Remaining Assets

Step One: Confirm and/or achieve compliance with all registration and filing requirements.

Confirm that the organization is in compliance with all registration requirements and annual filing requirements of the AGO. To verify status you may check our website or your organization's own records to ensure it has registered and submitted complete annual reports (Form PC and appropriate attachments) to the AGO for each of the last four years. If unsure, we strongly urge you to call the AGO at 617-963-2101 to check the compliance status of your organization prior to proceeding further.

Organizations that are not required to file annual reports, such as churches and those exempt by statute, should make sure their financial records are in order. An accountant, treasurer, or other officer with financial responsibility for the organization should prepare a financial report summarizing the last three years' financial activities for submission to the AGO. If you have questions about the form or content for a 3-year financial report, please call the AGO at 617-963-2101.

Step Two: Take and confirm the required board action.

The organization should ensure that it has complied with notice and voting requirements for dissolving, and obtained an officer's certificate attesting to the action and its adequacy. A sample officer's certificate is available here.

Step Three: Complete a Form PC-F.

Once the organization's compliance is confirmed, a Form PC-F must be completed, reporting for the fiscal year in which the organization is dissolving. The Form PC-F will always be reporting for a stub year. No filing fee, IRS Form 990/990-EZ/990-PF, or financial audit/review is required with the Form PC-F, but the AGO reserves the right to require additional financial and operational information if necessary or appropriate for its review. If additional information is required, you will be contacted. If a year or more has passed since the fiscal year covered by the last complete Form PC, a full Form PC, with all required attachments and filing fee, must be filed for that completed year in addition to a Form PC-F for any subsequent stub year period.

Organizations that are not otherwise required to report to the AGO, such as churches, do not need to complete a Form PC-F.

Step Four: Complete the Dissolution Worksheet

Once the organization has ensured that its four most recent fiscal years of the Form PC have been filed and the Form PC-F has been completed, the financial information should be checked for accuracy. Complete the Dissolution Worksheet by following the Dissolution Worksheet Instructions so that any discrepancies in accounting may be addressed and corrected prior to submitting the administrative dissolution package. Submission of the package with financial discrepancies or without a completed worksheet will result in a delay in processing the dissolution.

Step Five: Prepare the administrative dissolution petition and accompanying documents.

Once compliance is confirmed and the PC-F is completed, the organization should prepare an administrative dissolution petition. The petition should: 1) indicate why the public charity is dissolving, 2) affirm that the organization is in compliance with its registration and reporting requirements, 3) indicate that it followed the appropriate procedure to authorize the dissolution under M.G.L. c. 180, §11A(b), 4) affirm that all funds (if it received any) were used to support the organization's mission and that any disbursements were made consistent with that mission, and 5) acknowledge that the AGO's approval of the dissolution does not waive or release any financial liabilities to third parties that might otherwise exist. 

Sample documents are provided below for your use. To the extent possible please use these models and take care to include the organization's name and all other specified information. These are samples only; they are not "fill-in-the-blank" forms. These documents require that you include all relevant circumstances related to the dissolution of the organization. For example, if your organization never received any assets or engaged in any activity, the petition must reflect this and it would not be accurate to say that all funds received have been used in furtherance of the organization's mission.

Step Six: Submit the administrative dissolution package to the Division.

The administrative petition package should include all of the following:

1. A completed Dissolution Worksheet;
2. A completed Form PC-F (with an original signature);
3. A completed Officer's Certificate (with an original signature); and
4. A completed Administrative Dissolution Petition (with an original signature and date of submission).

Failure to submit all four of these documents will result in a delay of processing the dissolution.

Reminder: a public charity not required to register and submit annual reports, such as a church or those exempt by statute, should include a financial report for its last three years of activity. If you have questions about this document, please call the Division at 617-963-2101.

Please be sure to keep a copy of each document for your records and send PDF copies of each document via email to charities@mass.gov. Alternatively you may send the original documents to:

Non-Profit Organizations/Public Charities Division
Office of the Attorney General
Dissolution Complaint Processing
One Ashburton Place
Boston, MA 02108

Once the AGO receives the complete package, you will be contacted if the AGO has any questions. After the AGO's review, if all is in order, you will receive a Final Notice of Dissolution, indicating the organization is dissolved.

Step Seven: Notifications.

Please inform all appropriate state and federal agencies of the dissolution, including the Secretary of the Commonwealth of Massachusetts and the Internal Revenue Service. If your organization operates in other states, those regulatory agencies should also be informed.

Additional Information

Where a signature is required, the organization must provide an original signature unless otherwise permitted by the Supreme Judicial Court. Petitions are reviewed as received and it is beneficial if all of the documents are completed and submitted as described. If you have other questions about dissolving a charity with no assets, please see Frequently Asked Questions About Dissolutions or call the AGO at 617-963-2101.

 

A public charity seeking to dissolve and transfer its remaining assets to another public charity, must receive the prior approval of the Supreme Judicial Court (SJC) for both the dissolution and the transfer. Before seeking the SJC's approval, the Attorney General's Non-Profit Organizations/Public Charities Division (AGO) must receive notice of the proposed transfer and dissolution together with all required filings and forms. These guidelines set forth the procedures and requirements for providing notice to the AGO, obtaining the AGO's assent, and obtaining the approval of the SJC.

Revised Pleading Practice for Judicial Dissolutions (Dissolutions With Remaining Assets)
Beginning on April 22, 2024, the AGO and the SJC will be using a revised process for submitting new dissolutions to the SJC.  As of that date, dissolution complaints will include only two parties—the public charity seeking dissolution, and the AGO.  Any recipient charities will be listed in the complaint as other interested parties, but will no longer be listed as defendants.  New template documents can be found below.

Steps to Dissolve a Charity and Transfer its Remaining Assets

Step One: Confirm and/or achieve compliance with all registration and filing requirements.

Confirm that the organization is in compliance with all registration requirements and annual filing requirements of the AGO. To verify status you may check our website or your organization's own records to ensure it has registered and submitted complete annual reports (Form PC and appropriate attachments) to the AGO for each of the last four years. If unsure, we strongly urge you to call the AGO at 617-963-2101 to check the compliance status of your organization prior to proceeding further.

Organizations that are not required to file annual reports, such as churches and those exempt by statute, should make sure their financial records are in order and an accountant, treasurer, or other officer with financial responsibility for the organization should prepare a financial report summarizing the last three years' financial activities for submission to the AGO. If you have questions about the form or content for a 3-year financial report, please call the AGO at 617-963-2101. 

Step Two: Take and confirm the required board action.

The organization should ensure that it has complied with notice and voting requirements for dissolving and has obtained an officer's certificate attesting to the action and its adequacy. A sample officer's certificate is available here. Please note that the entity or entities to which the assets are to be transferred must have a charitable purpose similar to that of the dissolving organization or must agree to use the assets in accordance with the dissolving organization's purpose (or, for restricted funds, the restricted purpose for which the dissolving organization held those assets). The officer's certificate should specify the receiving entity or entities and articulate whether the assets and/or property are to be used for the organization's general purpose or are restricted to ensure that the assets and property are used in conformance with the dissolving organization's original mission. Please note, an original signature is required for this document, unless otherwise permitted by the Supreme Judicial Court.

If you have questions, please call the AGO at 617-963-2101.

Step Three: Complete a Form PC-F.

An organization that is required to report to the AGO, must complete and submit a Form PC-F. No filing fee, IRS Form 990/990-EZ/990-PF, or financial audit/review is required with the Form PC-F, but the AGO reserves the right to require additional financial and operational information if necessary or appropriate for its review. If additional information is required, you will be contacted.

If a year of more has passed since the fiscal year covered by the last complete Form PC, a full Form PC, with all the required attachments and filing fee, must be filed for that completed year in addition to a form PC-F for any subsequent stub year period.

Please note: organizations that are not required to report to the AGO, such as churches, do not complete a Form PC-F, but provide a three year financial report prepared by an accountant, treasurer or other officer with financial responsibility for the organization. If you have any questions about this document, please call the AGO at 617-963-2101.

Step Four: Complete the Dissolution Worksheet

Once the organization has ensured that its four most recent fiscal years of the Form PC have been filed and the Form PC-F has been completed, the financial information should be checked for accuracy. Complete the Dissolution Worksheet by following the Dissolution Worksheet Instructions so that any discrepancies in accounting may be addressed and corrected prior to submitting the Dissolution Package. Submission of the package with financial discrepancies or without a completed worksheet will result in a delay in processing the dissolution.

Step Five: Prepare the dissolution complaint and accompanying documents.

Once compliance is confirmed and the PC-F is completed, the organization should prepare a Complaint for Voluntary Dissolution, a Motion for Entry of Interlocutory Order, and a proposed Interlocutory Order. Sample documents are provided for your use. To the extent possible please use these models and take care to include the organization's name and all other specified information. Please note, however, that these are samples only; they are not "fill-in-the-blank" forms. These documents require that you include all of the relevant circumstances relating to the dissolution of the organization and the transfer of its remaining assets, including specific information about the restrictions on charitable assets (if any).

Step Six: Submit the dissolution complaint package to the Division.

The dissolution complaint package should include the following:

1. A completed Form PC-F (with an original signature);
2. Officer's Certificate (with an original signature);
3. Judicial Complaint Package which includes:
   • Complaint for Voluntary Dissolution (with an original signature but not yet dated);
   • Motion for Entry of Interlocutory Order (with an original signature but not yet dated
   • Proposed Interlocutory Order (unsigned)

Failure to submit the five required documents with original signatures (unless otherwise permitted by the Supreme Judicial Court) will result in a delay of processing the dissolution.

Reminder: a public charity not required to register and submit annual reports, such as a church or those exempt by statute, should include a financial report for its last three years of activity. If you have questions about this document, please call the Division at 617-963-2101.

Please be sure to keep a copy of each document for your records and send PDF copies of each document via email to charities@mass.gov. Alternatively, you may send the original documents to:

Non-Profit Organizations/Public Charities Division
Office of the Attorney General
Dissolution Complaint Processing
One Ashburton Place
Boston, MA 02108

Once the AGO receives the complete package, you will be contacted if we have any questions. After the AGO's review, the Complaint for Voluntary Dissolution, the Motion of Entry of Interlocutory Order with the AGO's assent, and the proposed Interlocutory Order will be returned to you for filing with the SJC.

Step Seven: File with the SJC.

Upon your receipt of the AGO's assent and accompanying documents, fill in the blank date lines in the Complaint for Voluntary Dissolution and Motion for Entry of Interlocutory Order.  Filing may be made electronically through the eFileMA system, which the SJC strongly encourages counsel to use, or by submitting paper copies of the dissolution package, together with the required filing fee of $315.00 made payable to the Commonwealth of Massachusetts.

More information on electronic filings for dissolution pleadings and correspondence is available at the following links:

• www.efilema.com
• www.mass.gov/guides/electronic-filing-at-the-supreme-judicial-court-single-justice

If you submit your dissolution package in paper form, send the complete package and payment to:

Maura S. Doyle
Clerk for the County of Suffolk
Supreme Judicial Court
John Adams Courthouse
One Pemberton Square - Room 1300
Boston, MA 02108

The SJC will review the pleadings and, if all is in order, will authorize the transfer of assets through the Interlocutory Order. Please note that you may only transfer the funds and/or other property after you have received the SJC's Interlocutory Order and as directed by the Court.

Step Eight: Transfer the assets.

The SJC must receive confirmation that the assets have been transferred in conformity with the Interlocutory Order. Prepare the following two affidavits commemorating the transfer:

1. an Affidavit of Compliance, signed by an officer of the dissolving organization, indicating what assets were transferred and when; and
2. for each recipient charity, an Affidavit of Receipt, signed by an officer of the organization designated to receive assets, indicating the type of assets, the value, and date of receipt of the transferred funds or other property.

Ensure the affidavits include all of the information relating to the facts of the transfer and include the docket number that was assigned by the SJC in the upper right corner. If the value of the assets transferred is at significant variance to the amount(s) estimated in the Complaint for Voluntary Dissolution, please provide an explanation for the difference in the Affidavit of Compliance. 

Step Nine: Obtain the Division's Assent to the Entry of Judgment.

After the transfer is complete, submit the following to the Division: with original signatures (unless otherwise permitted by the Supreme Judicial Court)

1. a completed original Affidavit of Compliance (with an original signature);
2. for each recipient charity, a completed original Affidavit of Receipt (with an original signature); and
3. an undated original Motion for Entry of Judgment (with signature representing the dissolving entity and the SJC docket number)
4. a completed proposed Judgment order.

Send PDF copies of the documents to charities@mass.gov. Alternatively, you may send the original documents in one package to:

Non-Profit Organizations/Public Charities Division
Office of the Attorney General
Dissolution Complaint Processing
One Ashburton Place
Boston, MA 02108

Step Ten: Obtain the Final Judgment of the SJC.

After the Division's review, if all is in order, the AGO will sign on the assent line and return the documents to you for filing with the SJC. Upon your receipt, please fill in the blank date line on the Motion for Entry of Judgment, reflecting the date sent to the SJC. After its review, the SJC will issue a Notice of Docket Entry and Judgment that will be sent to you, indicating the charity is dissolved. You do not need to send a copy of this document to the AGO.

Step Eleven: Notifications

Please inform all appropriate state and federal agencies of the dissolution, including the Secretary of the Commonwealth of Massachusetts and the Internal Revenue Service. If your organization operates in other states, those regulatory agencies should also be informed.

Additional Information

Where a signature is required, both the AGO and the SJC will generally accept original signatures, photocopies of signatures, and e-signatures (e.g., DocuSign). Complaints are reviewed as received and it is beneficial if all of the documents are completed and submitted as described. If you have other questions about dissolving a charity with assets, please see our Frequently Asked Questions About Dissolutions,  or call the AGO at 617-963-2101.

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 Division of the Attorney General's Office (AGO) for the last four years. If you do not know whether the organization is in compliance, please contact the AGO at 617-963- 2101 and address any outstanding reporting issues.

Form PC-F

Form PC-F Instructions

Form PC-F (PDF)

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 for any stub-year that needs to be reported. 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, IRS Form 990, 990-EZ, 990-PF, Probate Account report, IRS Form 1120, IRS 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 should be submitted as part of a dissolution package (see above for more information), and PDF copies of each document should be sent via email to charities@mass.gov. Alternatively, you may send the original documents by mail to:

Non-Profit Organizations/Public Charities Division
Office of the Attorney General
Dissolution Complaint Processing
One Ashburton Place
Boston, MA 02108

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  and a dissolution package (see above for more information) when it:

1. is in compliance with all reporting to the Division;
2. has taken the necessary board action to authorize its dissolution;
3. has prepared an administrative dissolution petition or judicial dissolution complaint and all necessary attachments; and
4. is in its final stub fiscal year of operations. A Form PC-F cannot be submitted for a full fiscal year.

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 AGO at 617-963-2101 or email us at charities@mass.gov 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 dissolution complaint. If you have concerns about your ability to come into compliance please call 617-963-2101 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 registration 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 617-963-2101 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. It will need to submit a PC-F, the officer certificate of the board vote, and either an administrative petition or judicial dissolution complaint, depending on whether there are remaining assets or not. Full information about how to dissolve appears above in step-by-step instructions.

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.

 

Form PC and Form PC-F

What is the Form PC-F?

The Form PC-F is required for all dissolving public charities that are required to file annual reports to the AGO. A filing fee, IRS Form 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 IRS 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 annually 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 dissolution 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. The Form PC-F is intended to cover only a partial fiscal year, not a full fiscal year.

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 full  fiscal year.

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

If the last full Form PC is for the fiscal year period from January 1 to December 31, the Form PC-F start date would be on the following January 1. The Form PC-F may be used to capture the financial activity for the organization up to December 31 of the following year. If the organization is still active on or after December 31 of the following year, however, it must file a full 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?

Please be sure to fully read these instructions, and the instructions for completing a Form PC. Only after reviewing those instructions, call the AGO at 617-963-2101 with any questions.

 

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 or judicial dissolution complaint.

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

Non-profit organizations that are NOT charitable may dissolve by filing a dissolution complaint with the Supreme Judicial Court or the Superior Court and assent by the Attorney General is not necessary. See G.L. c. 180, §11 for more information. Please contact the Superior Court for guidance. If you do not know whether your organization is a public charity, please call the AGO at 617-963-2101.

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

An organization that 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 judicial dissolution complaint, whichever is appropriate. This type of organization is not required to submit a Form PC-F.

How do I choose a charitable entity (or entities) to recommend to the Court to receive the dissolving organization’s remaining charitable assets? 

Under Massachusetts law, charitable assets should be transferred to one or more other charitable entities that will be able to use the assets for purposes that are as near as possible to the purposes of the dissolving charity. An organization should consider the purposes of potential recipient charities, and whether the purposes of the recipient charity are broader than those of the dissolving organization. If they are broader, it may be appropriate to propose transferring assets with a restriction to be authorized by the Court.

If you have questions, please call the AGO at 617-963-2101.

Our public charity is not incorporated, but is an unincorporated association, trust, 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 617-963-2101.

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

Please call the AGO at 617-963-2101 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, report, and to dissolve. 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. 

If you do not understand any of the requirements for dissolving a public charity in the Commonwealth of Massachusetts or if you have other questions, please call the AGO at 617-963-2101.

 

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 617-963-2101.

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 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 dissolution complaint and receiving approval from the Supreme Judicial Court. You may not render your organization assetless by prematurely transferring assets to a different charitable organization.

 

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

It depends. 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 administrative petition or judicial dissolution complaint. Please note, in addition, that an administrative dissolution through the AGO does not relieve or waive any financial obligations that the organization might otherwise have incurred.

 

Dissolution Process Questions

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 dissolution 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 617-963-2101.

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

It depends on the type of dissolution. An attorney is not required to file an administrative petition, though one may be used. In virtually all circumstances, though, an attorney is required for a with-asset dissolution that is filed with the Supreme Judicial Court. Please make sure the attorney's BBO number 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 dissolution complaint filed with the Supreme Judicial Court. Please do not send the filing fee 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 dissolution package sent to the Supreme Judicial Court.