950 CMR, § 113.56 - Reinstatement of Authority to Transact Business

(1) A foreign corporation whose authority to transact business in the commonwealth was revoked may apply to the Division for reinstatement.

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

(a) the name of the foreign corporation;

(b) the effective date of the revocation;

(c) that the name satisfies the requirements of M.G.L. c. 156D, §§ 4.01 and 15.06 or, if the name of the foreign corporation is unavailable, the name under which it will transact business in the commonwealth; and

(d) either that the grounds for revocation did not exist or that the grounds for revocation of authority have been eliminated; and

(e) all of the information required to be in the foreign corporation certificate by M.G.L. c. 156D, § 15.03.

(3) The application for reinstatement shall contain a request to the department of revenue for the certificate required by M.G.L. c. 156D, § 15.32(a)(4). The request shall instruct the department of revenue to provide the certificate to the secretary of state and recite that all tax returns required to be filed by the corporation under M.G.L. chs. 62C and 63 have been filed and all taxes shown due on such returns and related penalties have been paid. The secretary of state shall forward the request to the department of revenue. If the secretary of state does not receive the certificate within six months from the date the application for reinstatement is filed, he may revoke the corporation's authority to do business in the Commonwealth. Such revocation will be effective seven days from the date notice is provided to the corporation.

(4) The application for reinstatement shall be accompanied by an original certificate of legal existence or a certificate of good standing issued, not more than 90 days prior to submission, by an officer or agency properly authorized in the jurisdiction of organization. If the certificate is in a foreign language, a translation thereof under oath of the translator shall be attached.

(5) The Division may reinstate the foreign corporation's authority to transact business without limitation or may reinstate for a limited purpose not to exceed one year. The application is deemed to be an amendment of the foreign corporation's certificate of registration.

(6) In order to file an application for reinstatement without limitation with the Division, a 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 fiscal year at the time it files its application for reinstatement, 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, § 113.56