Massachusetts 2025-2026 Regular Session

Massachusetts Senate Bill S295 Compare Versions

Only one version of the bill is available at this time.

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1	1	1 of 1
2	2	SENATE DOCKET, NO. 1939 FILED ON: 1/17/2025
3	3	SENATE . . . . . . . . . . . . . . No. 295
4	4	The Commonwealth of Massachusetts
5	5	_________________
6	6	PRESENTED BY:
7	7	Nick Collins
8	8	_________________
9	9	To the Honorable Senate and House of Representatives of the Commonwealth of Massachusetts in General
10	10	Court assembled:
11	11	The undersigned legislators and/or citizens respectfully petition for the adoption of the accompanying bill:
12	12	An Act relative to a business entity.
13	13	_______________
14	14	PETITION OF:
15	15	NAME:DISTRICT/ADDRESS :Nick CollinsFirst Suffolk 1 of 17
16	16	SENATE DOCKET, NO. 1939 FILED ON: 1/17/2025
17	17	SENATE . . . . . . . . . . . . . . No. 295
18	18	By Mr. Collins, a petition (accompanied by bill, Senate, No. 295) of Nick Collins for legislation
19	19	relative to a business entity. Economic Development and Emerging Technologies.
20	20	[SIMILAR MATTER FILED IN PREVIOUS SESSION
21	21	SEE SENATE, NO. 224 OF 2023-2024.]
22	22	The Commonwealth of Massachusetts
23	23	_______________
24	24	In the One Hundred and Ninety-Fourth General Court
25	25	(2025-2026)
26	26	_______________
27	27	An Act relative to a business entity.
28	28	Be it enacted by the Senate and House of Representatives in General Court assembled, and by the authority
29	29	of the same, as follows:
30	30	1 SECTION 1. Section 45 subsection (1) of chapter 108A of the General Laws, as
31	31	2appearing in the 2022 Official Edition, is hereby amended by striking the words “federal
32	32	3employer identification number of the partnership”.
33	33	4 SECTION 2. Section 45 of chapter 108A of the General Laws, as so appearing, is hereby
34	34	5further amended by striking subsection (6) and inserting in place thereof the following
35	35	6subsection:-
36	36	7 (6) If a partnership fails to file an annual report when due, pay the required fee, or the
37	37	8payment of any fee due the commonwealth was dishonored when presented for payment and the
38	38	9partnership has failed to make payment within 20 days after written notice of such failure was
39	39	10mailed to the partnership, the state secretary may revoke the registration of the partnership. If the 2 of 17
40	40	11state secretary determines one of more grounds exist for revoking the registration of the
41	41	12partnership, he shall notify the partnership of his determination. The notice shall be sent in
42	42	13writing and mailed postage prepaid to the office of the partnership as shown in the records of the
43	43	14secretary of state, or if the partnership consents, sent by electronic mail to an electronic email
44	44	15address furnished by the partnership for such purpose. If the partnership has appointed a resident
45	45	16agent pursuant to section 45A, the written notice shall be mailed postage prepaid to the office of
46	46	17the partnerships resident agent, or if the resident agent consents, sent by electronic mail to an
47	47	18electronic mail address furnished by the agent for such purpose. The notice shall specify the
48	48	19annual reports which have not been filed and the fees which have not been paid. If the
49	49	20partnership does not correct each ground for revocation or demonstrate to the reasonable
50	50	21satisfaction of the state secretary that each ground determined by the secretary of state does not
51	51	22exist within 60 days after notice is given, the state secretary shall administratively revoke the
52	52	23registration of the partnership.
53	53	24 SECTION 3. Chapter 108A of the General Laws, as so appearing, is hereby further
54	54	25amended by adding after section 45 the following new sections:-
55	55	26 Section 45A. Resident Agent.
56	56	27 A limited liability partnership may appoint a resident agent which agent may be an
57	57	28individual resident of the commonwealth, a domestic corporation or domestic limited liability
58	58	29company, a foreign corporation registered to do business in the commonwealth, or a foreign
59	59	30limited liability company registered to do business in the commonwealth.
60	60	31 Section 45B. Change of Resident Agent. 3 of 17
61	61	32 (a) A limited liability partnership may change its resident agent or the street address of
62	62	33the resident agent by filing a certificate of change of agent or address with the state secretary.
63	63	34The statement shall contain the following information:
64	64	35 (1) the name of the limited liability partnership;
65	65	36 (2) the name and street address of the current resident agent;
66	66	37 (3) if the current resident agent is to be changed, the name and street address of the new
67	67	38resident agent and the new agents written consent to the appointment, either on the statement or
68	68	39attached to it; and
69	69	40 (4) if the street address of the business office of the resident agent is to be changed, the
70	70	41new street address of the business office of the resident agent.
71	71	42 (b) If a resident agent changes the street address of his business office, he may change the
72	72	43street address of the business office of any limited liability partnership for which he is a resident
73	73	44agent by notifying the limited liability partnership in writing of the change and signing, either
74	74	45manually or by facsimile, and delivering to the state secretary for filing a statement of change
75	75	46that complies with the requirements of subsection (a) and recites that the limited liability
76	76	47partnership has been notified of the change. If the street address of more than one limited
77	77	48liability partnership is being changed at the same time, there may be included in a single
78	78	49certificate the names of all the limited liability partnerships the street address of which are being
79	79	50changed.
80	80	51 (c) Any resident agent may resign his agency appointment by signing and delivering to
81	81	52the state secretary a certificate of resignation. The resident agent shall furnish a copy of the 4 of 17
82	82	53statement to the limited liability partnership. The agency appointment shall be terminated on the
83	83	54thirty-first day following the date on which the statement was filed.
84	84	55 SECTION 4. Chapter 108A of the General Laws, as so appearing, is hereby further
85	85	56amended by adding the following new section after section 49:
86	86	57 Section 50. Correcting a Filed Certificate
87	87	58 (a) A limited liability partnership may correct a document filed with the state secretary if
88	88	59the document:
89	89	60 (1) contains a typographical error or an incorrect statement ; or
90	90	61 (2) was defectively executed, attested, sealed, verified or acknowledged.
91	91	62 (b) A document is corrected:
92	92	63 (1) by preparing a certificate of correction that (i) describes the document, including its
93	93	64filing date, (ii) specifies the typographical error, the incorrect statement and the reason it is
94	94	65incorrect or the manner in which the execution was defective and (iii) corrects the typographical
95	95	66error, incorrect statement or defective execution;
96	96	67 (2) by delivering the certificate of correction to the state secretary for filing.
97	97	68 (c) A certificate of correction is effective on the effective date of the document it corrects
98	98	69except as to persons relying on the uncorrected document and adversely affected by the
99	99	70correction. As to those persons, the certificate of correction is effective when filed.
100	100	71 (d) A certificate of correction cannot be used to change the effective date of a filed
101	101	72document, provided however, that if a document has been filed with a delayed effective date, a 5 of 17
102	102	73certificate of correction may be filed prior to said date to accelerate the effective date to a date
103	103	74not earlier than the dated of the certificate of correction.
104	104	75 (e) The filing fee for a certificate of correction is $100.00.
105	105	76 SECTION 5. Section 13 of chapter 109 of the General Laws, as appearing in 2022
106	106	77Official Edition is hereby amended by striking subsection (a) and inserting in place thereof the
107	107	78following subsection:-
108	108	79 (a) A signed copy of the certificate of limited partnership and of any certificate of
109	109	80amendment or cancellation, or any judicial decree of amendment or cancellation, shall be
110	110	81delivered to the secretary of state. A person who executes a certificate as an agent or fiduciary
111	111	82need not exhibit evidence of his authority as a prerequisite to filing. Unless the secretary of state
112	112	83finds that the certificate does not conform to law, upon receipt of all filing fees required by law,
113	113	84he shall evidence his approval on or with the document. Upon such approval and payment of all
114	114	85filing fees required by law, the filing shall be deemed to be filed with the state secretary.
115	115	86 SECTION 6. Chapter 109 of the General Laws, as so appearing, is further amended by
116	116	87adding after section 13 the following new section:-
117	117	88 13A. Correcting a Filed Certificate
118	118	89 (a) A domestic or foreign limited partnership may correct a document filed with the state
119	119	90secretary if the document:
120	120	91 (1) contains a typographical error or an incorrect statement; or
121	121	92 (2) was defectively executed, attested, sealed, verified or acknowledged. 6 of 17
122	122	93 (b) A document is corrected:
123	123	94 (1) by preparing a certificate of correction that (i) describes the document, including its
124	124	95filing date, (ii) specifies the typographical error, the incorrect statement and the reason it is
125	125	96incorrect or the manner in which the execution was defective and (iii) corrects the typographical
126	126	97error, incorrect statement or defective execution; and
127	127	98 (2) by delivering a certificate of correction to the state secretary for filing.
128	128	99 (c ) A certificate of correction is effective on the effective date of the document it corrects
129	129	100except as to persons relying on the uncorrected document and adversely affected by the
130	130	101correction. As to those persons, the certificate of correction is effective when filed.
131	131	102 (d) A certificate of correction cannot be used to change the effective date of a filed
132	132	103document; provided, however, that if a document has been filed with a delayed effective date, a
133	133	104certificate of correction may be filed prior to said date:
134	134	105 (1) to accelerate the effective date to a date not earlier than the date of the certificate of
135	135	106correction; or
136	136	107 (2) to abandon a merger or amendment if the authority to do so is granted by the merger
137	137	108agreement or the persons approving the amendment.
138	138	109 (e) The filing fee for a certificate of correction is $100.00.
139	139	110 SECTION 7. Chapter 109 of the General Laws is hereby further amended by striking
140	140	111section 16 in its entirety. 7 of 17
141	141	112 SECTION 8. Section 55 of chapter 109, as so appearing, is hereby amended by adding
142	142	113the following new subsection:-
143	143	114 (c ) A foreign limited partnership is liable to the commonwealth for the years or years
144	144	115during which it transacted business in the commonwealth without delivering to the state
145	145	116secretary for filing the certificate required by section 49, an amount equal to:
146	146	117 (1) all fees which would have been imposed by law had it duly delivered the certificate;
147	147	118and
148	148	119 (2) all interest and penalties imposed by law for failure to pay the fees. A foreign limited
149	149	120partnership is further liable to the commonwealth, for each month or part thereof during which it
150	150	121transacted business without delivering the certificate, an amount determined by the state
151	151	122secretary, which shall in no event exceed the amount established by the Commissioner of
152	152	123Administration under section 3B of Chapter 7, except that a foreign limited partnership which
153	153	124has delivered such certificate shall not be liable for such monthly penalty for the first ten (10)
154	154	125days during which it transacted business without delivering such certificate. Such fees and
155	155	126penalties may be leveled by the state secretary. The attorney general may bring an action
156	156	127necessary to recover amounts due the commonwealth under this subsection including an action
157	157	128to restrain a foreign limited partnership against which fees and penalties have been imposed
158	158	129pursuant to this subsection from transacting business in the commonwealth until the fees and
159	159	130penalties have been paid.
160	160	131 SECTION 9. Section 64 of chapter 109 is hereby amended by striking out subsections (a)
161	161	132and (b) and inserting in place thereof the following subsections:-
162	162	133 (a) the state secretary may commence a proceeding to dissolve a limited partnership if: 8 of 17
163	163	134 (1) the limited partnership has failed for 2 or more consecutive years to comply with the
164	164	135laws requiring the filing of annual reports;
165	165	136 (2) payment of any fee due the commonwealth was dishonored when presented for
166	166	137payment and the limited partnership has failed to make payment within 20 days after written
167	167	138notice of such failure was mailed to the limited partnership; or
168	168	139 (3) he is satisfied that the limited partnership has become inactive and its dissolution
169	169	140would be in the public interest.
170	170	141 (b) If the state secretary determines the one or more grounds exist for dissolving a
171	171	142limited partnership, he shall notify the partnership’s resident agent of his determination. The
172	172	143notice shall be sent in writing and mailed postage prepaid to the resident agent’s office, or if the
173	173	144resident agent consents, sent by electronic mail to an email address furnished by the agent for
174	174	145such purpose. The notice shall specify the annual reports which have not been filed, the fees
175	175	146which have not been paid and the payment which has been dishonored. If the partnership does
176	176	147not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the state
177	177	148secretary that each ground determined by the state secretary does not exist within 90 days after
178	178	149notice is given, the state secretary shall administratively dissolve the limited partnership.
179	179	150 SECTION 10. Section 65 of chapter 109 is hereby amended by striking out subsections
180	180	151(a) and (b) and inserting in place thereof the following subsections:-
181	181	152 (a) The state secretary may commence a proceeding to revoke the authority of a foreign
182	182	153limited partnership to transact business in the commonwealth if: 9 of 17
183	183	154 (1) the foreign limited partnership has failed for 2 or more consecutive years to comply
184	184	155with the laws requiring the filing of annual reports;
185	185	156 (2) payment of any fee due the commonwealth was dishonored when presented for
186	186	157payment and the foreign limited partnership has failed to make payment within 20 days after
187	187	158written notice of such failure was mailed to the foreign limited partnership; or
188	188	159 (3) he is satisfied that the revocation of the limited partnerships authority to transact
189	189	160business in the commonwealth would be in the public interest.
190	190	161 (b) If the state secretary determines that one or more grounds exist to revoke the authority
191	191	162of the foreign limited partnership to transact business in the commonwealth, he shall notify the
192	192	163foreign limited partnership’s resident agent of his determination. The notice shall be sent in
193	193	164writing and mailed postage prepaid to the resident agent’s office, or if the resident agent consents
194	194	165sent by electronic mail to an email address furnished by the agent for such purpose. The notice
195	195	166shall specify the annual reports which have not been filed, the fees which have not been paid and
196	196	167the payment which has been dishonored. If the partnership does not correct each ground for
197	197	168dissolution or demonstrate to the reasonable satisfaction of the state secretary that each ground
198	198	169determined by the state secretary does not exist within 90 days after notice is given, the state
199	199	170secretary shall administratively revoke the authority of the limited partnership to transact
200	200	171business in the commonwealth.
201	201	172 (c) The authority of the foreign limited partnership to transact business in the
202	202	173commonwealth shall cease on the date on which the state secretary makes such revocation
203	203	174effective. 10 of 17
204	204	175 SECTION 11. Chapter 109, as so appearing, is further amended by adding the following
205	205	176new section after section 66:-
206	206	177 Section 67. Good Standing
207	207	178 A limited partnership shall be deemed to be in good standing with the state secretary if
208	208	179such limited partnership appears, from the records of the said secretary, to exist and has paid all
209	209	180feed due the commonwealth, and no certificate of cancellation has been filed by or with respect
210	210	181to the limited partnership. Upon the request of any person and payment of such fee as may be
211	211	182prescribed by law, the state secretary shall issue a certificate stating, in substance, as to any
212	212	183limited partnership meeting the requirements of this section, that such limited partnership
213	213	184appears, from the records of his office to exist and to be in good standing, and stating the identity
214	214	185of any and all general partners who are named in the most recent document filed with the state
215	215	186secretary.
216	216	187 SECTION 12. Section 17 of chapter 156A of the General Laws as appearing in the 2022
217	217	188Official Edition, is hereby amended by striking out paragraph (a) and inserting in place thereof
218	218	189the following paragraph:-
219	219	190 (a) A foreign professional corporation shall register under the provisions of this section if
220	220	191the corporation would be required to incorporate under this chapter if it organized in the
221	221	192commonwealth and
222	222	193 (1) it maintains an office in the commonwealth; or 11 of 17
223	223	194 (2) any of its shareholders, officers, or directors conducts activity on behalf of the
224	224	195corporation in the commonwealth as to require licensing under the provisions of chapter one
225	225	196hundred and twelve or chapter two hundred and twenty-one.
226	226	197 SECTION 13. Section 17 of chapter 156C if the General Laws, as so appearing, is hereby
227	227	198further amended by striking subsection (a) and inserting in place thereof the following
228	228	199subsection:-
229	229	200 (a) The original signed copy of the certificate of organization and of any certificates of
230	230	201amendment or cancellation or any judicial decree of amendment or cancellation, of any
231	231	202certificate of consolidation, merger or conversion and of any restated certificate shall be
232	232	203delivered to the state secretary. A person who executes a certificate as an attorney-in-fact or
233	233	204fiduciary shall not be required to exhibit evidence of his authority as a prerequisite to filing.
234	234	205Unless the secretary finds that any certificate does not conform to law, upon receipt of all filing
235	235	206fees required by law, he shall evidence his approval on or with the document. Upon said
236	236	207approval and payment of all fees required by law, the filing shall be deemed filed with the state
237	237	208secretary. Said endorsement shall be conclusive of the date and time of its filing in the absence of
238	238	209actual fraud.
239	239	210 SECTION 14. Chapter 156C of the General Laws, as so appearing, is further amended by
240	240	211adding, after section 17, the following new section:-
241	241	212 Section 17A. Correcting a Filed Certificate
242	242	213 (a) A domestic or foreign limited liability company may correct a document filed with the
243	243	214state secretary if the document: 12 of 17
244	244	215 (1) contains a typographical error or an incorrect statement; or
245	245	216 (2) was defectively executed, attested, sealed, verified or acknowledged;
246	246	217 (b) A document is corrected:
247	247	218 (1) by preparing a certificate of correction that (i) describes the document including its
248	248	219filing date, (ii) specifies the typographical error, the incorrect statement and the reason it is
249	249	220incorrect or the manner in which the execution was defective and (iii) corrects the typographical
250	250	221error, incorrect statement or defective execution; and
251	251	222 (2) by delivering the certificate of correction to the state secretary for filing.
252	252	223
253	253	224 (c) A certificate of correction is effective on the effective date of the document it corrects
254	254	225except as to persons relying on the uncorrected document and adversely affected by the
255	255	226correction. As to those persons, the certificate of correction is effective when filed.
256	256	227 (d) A correction cannot be used to change the effective date of a filed document;
257	257	228provided, however, that if a document has been filed with a delayed effective date, a certificate
258	258	229of correction may be filed prior to said date:
259	259	230 (1) to accelerate the effective date to a date not earlier than the date of the certificate of
260	260	231correction, or
261	261	232 (2) abandon a merger or amendment if the authority to do so is granted by the merger or
262	262	233the persons approving the amendment.
263	263	234 (e) The fee for filing a certificate of correction with the state secretary is $100.00 13 of 17
264	264	235 SECTION 15. Section 48 of chapter 156C of the General Laws, as so appearing is hereby
265	265	236amended by adding, after clause 5, the following new clause:-
266	266	237 (5A) the name of the person in addition to any manager who is authorized to execute
267	267	238documents to be filed with the office of the state secretary, and at least one shall be named if
268	268	239there are no managers.
269	269	240 SECTION 16. Section 54 of chapter 156C, as so appearing, is amended by striking
270	270	241paragraph (a) and inserting in place thereof:
271	271	242 (a) A foreign limited liability company is liable to the commonwealth for the years or
272	272	243parts of years during which it transacted business in the commonwealth without delivering to the
273	273	244state secretary for filing the certificate required by section 48, an amount equal to:-
274	274	245 (1) all fees which would have been imposed by law had it duly delivered the certificate;
275	275	246and
276	276	247 (2) all interest and penalties imposed by law for failure to pay the fees. A foreign limited
277	277	248liability company is further liable to the commonwealth, for each year or part thereof during
278	278	249which it transacted business without delivering the certificate an amount not exceeding $500.00
279	279	250except that a foreign limited liability company which has delivered such certificate shall not be
280	280	251liable for such penalty for the first 10 days during which it transacted business without delivering
281	281	252such certificate. Such fees and penalties may be levied by the state secretary. The attorney
282	282	253general may bring an action necessary to recover amounts due to the commonwealth under this
283	283	254subsection including an action to restrain a foreign limited liability company against which fees
284	284	255and penalties have been impose pursuant to this subsection from transacting business in the
285	285	256commonwealth until the fees and penalties have been paid. No such failure shall affect the 14 of 17
286	286	257validity of any contract involving the foreign limited liability company, nor is a member or
287	287	258manager of a foreign limited liability company liable for the obligations of the foreign limited
288	288	259liability company solely by reason of such failure, but no action shall be maintained or recovery
289	289	260had by the foreign limited liability company in any courts of the commonwealth as long as such
290	290	261failure continues. The failure of a foreign limited liability company to register with the state
291	291	262secretary shall not prevent the foreign limited liability company from defending any action, suit
292	292	263or proceeding in any of the courts of the commonwealth.
293	293	264 SECTION 17. Chapter 156C, as so appearing, is hereby amended by striking section 70
294	294	265and inserting in place thereof:
295	295	266 Section 70. Administrative Dissolution; notice; wind up and liquidation of affairs
296	296	267 (a) The state secretary may commence a proceeding to dissolve a limited liability
297	297	268company if:
298	298	269 (1) the limited liability company has failed for two consecutive years to comply with the
299	299	270law requiring the filing of annual reports; or
300	300	271 (2) the payment of any fee due the commonwealth was dishonored when presented for
301	301	272payment and the limited liability company has failed to make payment within 20 days after
302	302	273written notice of such failure was mailed to the limited liability company; or
303	303	274 (3) he is satisfied that the limited liability company has become inactive and its
304	304	275dissolution would be in the public interest.
305	305	276 (b) If the state secretary determines that grounds exist under subsection (a), he shall
306	306	277notify the limited liability company of his determination. The notice shall be sent in writing and 15 of 17
307	307	278mailed postage prepaid to the office of the limited liability company’s resident agent or if the
308	308	279resident agent consents, sent by electronic mail to an electronic mail address furnished by the
309	309	280agent for such purpose. The notice shall specify the annual reports which have not been filed and
310	310	281the fees which have not been paid. If the limited liability company does not correct each ground
311	311	282for dissolution or demonstrate to the reasonable satisfaction of the state secretary that each
312	312	283ground for dissolution does not exist within 90 days after notice is given, the state secretary shall
313	313	284administratively dissolve the limited liability company.
314	314	285 (c ) A limited liability company administratively dissolved continues in existence but
315	315	286shall not carry on any business except that necessary to wind up and liquidate its affairs.
316	316	287 SECTION 18. Chapter 156C, as so appearing, is hereby amended by striking section 72
317	317	288and inserting in place thereof:-
318	318	289 Section 72. Revocation of foreign limited liability company’s authority to transact
319	319	290business in commonwealth; grounds; notice; effective date
320	320	291 (a) The state secretary may commence a proceeding to revoke the authority of a foreign
321	321	292limited liability company to transact business in the commonwealth if:
322	322	293 (1) the foreign limited liability company has failed for two consecutive years to comply
323	323	294with the laws requiring the filing of annual reports; or
324	324	295 (2) the payment of any fee due the commonwealth was dishonored when presented for
325	325	296payment and the foreign limited liability company has failed to make payment within 20 days
326	326	297after written notice of such failure was mailed to the foreign limited liability company; 16 of 17
327	327	298 (b) If the state secretary determines that grounds exist under subsection (a) , he shall
328	328	299notify the foreign limited liability company of his determination. The notice shall be sent in
329	329	300writing and mailed postage prepaid to the office of the foreign limited liability company’s
330	330	301resident agent, or if the resident agent consents, sent by electronic mail to an electronic mail
331	331	302address furnished by the agent for such purpose. The notice shall specify the annual reports
332	332	303which have not been filed and the fees which have not been paid. If the foreign limited liability
333	333	304company does not correct each ground for revocation or demonstrate to the reasonable
334	334	305satisfaction of the state secretary that each ground for revocation does not exist within 90 days
335	335	306after notice is given, the state secretary shall administratively revoke the authority of the foreign
336	336	307limited liability company to transact business in the Commonwealth.
337	337	308 (c ) the authority of the foreign limited liability company to transact business in the
338	338	309commonwealth shall cease on the date on which the state secretary makes such revocation
339	339	310effective.
340	340	311 SECTION 19. Section 1.20 of chapter 156D, as appearing in the 2022 Official Edition is
341	341	312hereby amended by striking paragraph (h) and inserting in place thereof the following:-
342	342	313 (h) The document shall be delivered to the office of the state secretary for filing and shall
343	343	314be accompanied by the correct filing fee and any payment or penalty required by this chapter or
344	344	315other law.
345	345	316 SECTION 20. Section 14.20 of chapter 156D, as so appearing, is hereby amended by
346	346	317striking Clause (b) and inserting in place thereof:-
347	347	318 (b) the state secretary is satisfied that the corporation has become inactive and its
348	348	319dissolution would be in the public interest; or 17 of 17
349	349	320 (c) payment of any fee due the commonwealth was dishonored when presented for
350	350	321payment and corporation has failed to make payment within 20 days after written notice of such
351	351	322failure was mailed to the foreign limited liability company;
352	352	323 SECTION 21. Section 14.23 of chapter 156D, as so appearing, is hereby amended by
353	353	324striking subsection (a) and inserting in place thereof the following subsection:-
354	354	325 (a) If the state secretary denies a corporation’s application for reinstatement following
355	355	326administrative dissolution, he shall provide the corporation with a written notice that explains the
356	356	327reason or reasons for denial.
357	357	328 SECTION 22. Section 15.30 of chapter 156D, as so appearing, is hereby further amended
358	358	329by striking said section and inserting in place thereof:-
359	359	330 Section 15.30 Grounds for Revocation
360	360	331 The state secretary may commence a proceeding under section 15.31 to revoke the
361	361	332authority of a foreign corporation to transact business in the commonwealth if:
362	362	333 (a) the foreign corporation has failed for two or more consecutive years to comply with
363	363	334the law regarding the filing of reports with the state secretary or the filing of tax returns or the
364	364	335payment of any taxes under chapter 62C or chapter 63 for two or more consecutive years; or
365	365	336 (b) the payment of any fee due the commonwealth was dishonored when presented for
366	366	337payment and the corporation has failed to make payment within twenty days after written notice
367	367	338of such failure was mailed to the corporation.