Plan of Dissolution
(MA Corporation)

Summary

This plan of dissolution template is for the voluntary dissolution of a Massachusetts corporation. It stipulates how the corporation will cease its business activities and liquidate its assets, including the repayment of debt obligations, distribution of assets to shareholders, and cancellation of shares. This template contains practical guidance, drafting notes, and alternate clauses. Voluntary dissolutions are governed by Chapters 155, § 50 and 156D, §§ 14.01–14.09 of the Massachusetts General Laws. This template should not be used in connection with administrative dissolutions or judicial dissolutions. This template may be appended as an exhibit to board resolutions approving the corporation's plan of dissolution. Once the board has approved the dissolution, it must be approved by at least two-thirds of the shareholders of the corporation (or otherwise in accordance with the shareholder approval requirements in the articles of organization). For more information on dissolution of Massachusetts corporations, see Dissolution (MA Corporation). For a template shareholder approval, see Shareholders' Minutes: Special Meeting Approving Dissolution (MA Corporation).