Massachusetts charity dissolution and final filing

Start with the legal form and board-approved outcome. A charity may cease a program, end Massachusetts solicitation while continuing elsewhere, merge, become inactive, or dissolve the Massachusetts corporation. The Attorney General’s dissolution guide is directed to public charities organized in Massachusetts. Record the legal name, EIN, Attorney General number, formation record, fiscal year end, board and member voting rules, last operating date, remaining liabilities, and every class of charitable asset or restriction.

Massachusetts General Laws chapter 180, section 11A makes its process the voluntary-dissolution method for a charitable corporation. The statute calls for proper authorization and separates corporations with no remaining assets from those with assets. Do not select the route from the current bank balance alone. Reconcile cash, receivables, investments, equipment, intellectual property, deposits, restricted funds, endowments, donor conditions, and property held for charitable purposes.

The Attorney General says it will not review a dissolution request until the charity is in compliance with registration and filing requirements. Its current guide directs the organization to confirm complete reporting for the four most recent fiscal years. Use the public filing search and internal records to build a year-by-year matrix of Form PC filings, attachments, fees, notices, and deficiencies. If a full fiscal year ended after the last accepted Form PC, that completed year is filed as a regular Form PC before the final stub period.

Do not assume long inactivity erases the filing problem. The AGO dissolution FAQ says a public charity that failed to register or file must generally address the last four years, or the period it was active if shorter. A Form PC-F cannot replace a missing full-year Form PC. If fees or records create a genuine barrier, use the Division’s published contact path before assembling the petition rather than submitting a knowingly incomplete package.

Form PC-F reports from the first day of the current fiscal year through the submission of the dissolution petition or judicial complaint. The AGO describes it as a stub-year filing, not a full-year substitute. It does not require a filing fee, Form 990-series attachment, or financial audit or review, although the Division may request additional financial or operational information. Tie the beginning balances to the last accepted filing and the ending balances to the closing ledger.

Prepare the board authorization and officer’s certificate at the same time. Reconcile each asset transfer, liability payment, grant closeout, employee obligation, vendor contract, donor restriction, and bank transaction. The final report and the dissolution worksheet should tell the same story. Preserve the signed Form PC-F, worksheet, board materials, ledger, bank support, recipient acknowledgments, and submission record as one evidence package.

For a charity with no remaining assets, the current AGO guide describes an administrative package containing the completed Dissolution Worksheet, Form PC-F, Officer’s Certificate, and Administrative Dissolution Petition. The petition explains the reason for dissolution and affirms reporting compliance and proper authorization. The AGO asks for PDF copies by email to its dissolution address and says a complete, accurate package avoids processing delay.

A charity with remaining net assets generally follows the judicial route because those assets must continue serving compatible charitable purposes. The guide provides a judicial complaint, proposed recipient information, and Supreme Judicial Court steps; revised pleading practice took effect April 22, 2024. Do not distribute remaining charitable property merely to manufacture a no-asset case. Recipient eligibility, restrictions, conflicts, and court or AGO approval should be resolved within the correct route.

For a no-asset administrative case, retain the AGO’s Final Notice of Dissolution. For a remaining-asset case, retain the filed court papers, AGO assent, and final SJC judgment. These are stronger completion evidence than an outgoing email or delivery receipt. Recheck the AGO public filings and the Secretary of the Commonwealth entity record after processing, and document any lag or name variation.

The AGO instructs dissolving charities to notify appropriate state and federal agencies, including the Secretary of the Commonwealth and the IRS. Coordinate the final Form 990-series return and Schedule N when applicable, close fundraising access, preserve donor and restriction records, and manage multistate withdrawals separately. An accepted Massachusetts dissolution does not automatically close another state’s charity record, and ending a Massachusetts registration does not by itself terminate federal exemption.