Mass. Gen. Laws ch. 155 § 50
A corporation which desires to close its affairs may, unless otherwise provided in the agreement of association, by the vote of a majority of its members if it has no capital stock, otherwise by a vote of a majority of all its stock, or, if two or more classes of stock have been issued, of a majority of each class outstanding and entitled to vote, authorize a petition for its dissolution to be filed in the supreme judicial or superior court setting forth in substance the grounds of the application, or such a petition may be so filed by the holder or holders of not less than forty per cent of the capital stock issued and outstanding and entitled to vote of a corporation subject to chapter one hundred and fifty-six, if the votes of its board of directors and of its stockholders are equally divided on a question affecting the general management of the affairs of the corporation, or if the votes of its stockholders are equally divided in the election of directors, and there appears to be no way of reaching an agreement and breaking such deadlock; and the court, after notice to parties interested and a hearing, may decree a dissolution of the corporation. A corporation so dissolved shall be held to be extinct in all respects as if its corporate existence had expired by the limitation of its charter.
Mass. Gen. Laws ch. 155, § 50