950 CMR, § 113.52 - Withdrawal upon Conversion to a Nonfiling Entity

(1) A foreign corporation authorized to transact business in the commonwealth that converts into a form of domestic or foreign non-filing entity shall withdraw by filing a certificate of withdrawal upon conversion to a non-filing entity.

(2) The certificate of withdrawal consists of a form supplied by the Division or a document formatted in the same manner as the Division form. The certificate of withdrawal shall set forth:

(a) the name of the corporation;

(b) the state or country under whose laws it was incorporated;

(c) the type of other entity into which it has been converted;

(d) the jurisdiction the laws of which govern its internal affairs;

(e) if it has been converted into a foreign other entity:

1. a statement revoking the authority of its registered agent to accept service on its behalf; and

2. a statement that it appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in the commonwealth;

(f) a mailing address to which the Division may mail a copy of any process served on it;

(g) a commitment to notify the Division in the future of any change in the mailing address by filing a certificate of amendment;

(h) a certification that all taxes known to the corporation to be due the commonwealth have been paid or provided for; and

(i) the date and time the withdrawal upon conversion will be effective if the withdrawal upon conversion is to be effective at a later date and/or time, not more than 90 days after the date and time of filing.

(3) Requirement to File Annual Report. In order to file a certificate of withdrawal, the foreign corporation shall file all annual reports required to be filed by it for the last ten fiscal years. If the corporation has not completed its current year at the time it files the certificate of withdrawal, it will be required to file an annual report for the current fiscal year if more than six months have passed since the close of its prior fiscal year or if the corporation has issued additional shares during the partial fiscal year.

Notes

950 CMR, § 113.52