Massachusetts law generally prohibits suing a dissolved organization. There are a few exceptions to this rule, though. A dissolved corporation is nonetheless subject to legal action under Massachusetts General Laws Chapter 156D Section 14.06 in the following circumstances: To enforce any debt, obligation, or other liability of the corporation; to uphold the rights of shareholders against the corporation or its directors or officers; to uphold the rights of the corporation, its shareholders, or its creditors under any contract or agreement; to uphold the rights of the corporation, its shareholders, or its creditors under any insurance policy or surety bond; or to uphold the rights of the corporation, its shareholders, or its creditors under any contract or agreement; or to uphold the rights of the corporation, its shareholders, or its
In other words, you might still be able to sue a dissolved corporation if you have a claim against it that fits into one of these categories. However, you might not be able to sue the disbanded corporation if your claim does not fit into one of these categories.
It’s crucial to remember that just because a disbanded organization can be sued, it doesn’t necessarily follow that you will be able to collect any judgments. With little to no assets, a dissolved organization may make it difficult or impossible to collect any judgments. In such circumstances, you might need to pursue other legal options in an effort to recoup your losses.
A company in Massachusetts that dissolves either willingly or involuntarily may still owe corporate taxes for the year that it did so. Before the corporation may be formally dissolved, a final tax return must be submitted and all outstanding taxes must be paid. In addition to incurring penalties and interest, failing to pay corporate taxes may make it more challenging to dissolve the corporation.
A corporation’s board of directors, shareholders, or the state government may decide to dissolve it freely or involuntarily. In Massachusetts, if a corporation doesn’t submit its annual report or pay its annual fee for two years in a row, the Secretary of the Commonwealth has the power to dissolve the business. It is still necessary for a corporation to file articles of dissolution with the state in order to be legally dissolved after its term has expired.
Conclusion: In Massachusetts, a dissolved corporation may still be sued in some circumstances, such as to uphold a contract or debt obligation. If the corporation has no assets, it can be difficult or impossible to collect any judgments that are obtained. To prevent fines and legal issues, it’s crucial to legally dissolve a corporation and settle any unpaid taxes before ending commercial activities.
In Massachusetts, a corporation may be dissolved by vote of the board of directors. To properly dissolve a corporation, however, certain legal procedures must be satisfied, such as submitting articles of dissolution with the state. Even after it has been dissolved, a corporation may still be the target of lawsuits and other legal actions, albeit doing so may be more difficult.
No, a company that has been dissolved is unable to conduct business. A corporation that has been dissolved is no longer a legal person and is unable to transact business or sign contracts. The only exception is if the state reinstates or revives the corporation.