General Laws of Massachusetts - Chapter 156D Business Corporations

• Massachusetts General Laws - Short Title - Chapter 156D, Section 1.01
  Section 1.01 SHORT TITLE This chapter shall be known and may be cited as the “Massachusetts Business Corporation Act”.
• Massachusetts General Laws - Reservation of power to amend or repeal - Chapter 156D, Section 1.02
  RESERVATION OF POWER TO AMEND OR REPEAL The General Court of the commonwealth has power to amend or repeal all or part of this Act...
• Massachusetts General Laws - Filing requirements - Chapter 156D, Section 1.20
  FILING REQUIREMENTS (a) To be entitled to filing with the secretary of state, a document shall satisfy the requirements of this section, any other section...
• Massachusetts General Laws - Forms - Chapter 156D, Section 1.21
  FORMS (a) The secretary of state may prescribe and furnish on request forms for any documents to be filed under this chapter. If the secretary...
• Massachusetts General Laws - Filing, service and copying fees - Chapter 156D, Section 1.22
  FILING, SERVICE AND COPYING FEES The commissioner of administration shall issue regulations prescribing fees for the filing and copying of documents, the issuance of certificates...
• Massachusetts General Laws - Effective time and date of document - Chapter 156D, Section 1.23
  EFFECTIVE TIME AND DATE OF DOCUMENT (a) Except as provided in subsection (b) and in subsection (c) of section 1.24, a document that is filed...
• Massachusetts General Laws - Correcting filed document - Chapter 156D, Section 1.24
  CORRECTING FILED DOCUMENT (a) A domestic or foreign corporation may correct a document filed by the secretary of state if the document (1) contains a...
• Massachusetts General Laws - Filing duty of secretary of state - Chapter 156D, Section 1.25
  FILING DUTY OF SECRETARY OF STATE (a) Upon receipt of a document for filing, except an annual report filed pursuant to section 16.22, the secretary...
• Massachusetts General Laws - Appeal from secretary of state’s refusal to file document - Chapter 156D, Section 1.26
  APPEAL FROM SECRETARY OF STATE’S REFUSAL TO FILE DOCUMENT If the secretary of state refuses to file a document delivered to his office for filing,...
• Massachusetts General Laws - Evidentiary effect of copy of filed document - Chapter 156D, Section 1.27
  EVIDENTIARY EFFECT OF COPY OF FILED DOCUMENT A certified copy of a document filed by the secretary of state is conclusive evidence that the original...
• Massachusetts General Laws - Certificates regarding corporations - Chapter 156D, Section 1.28
  CERTIFICATES REGARDING CORPORATIONS. (a) Anyone may apply to the secretary of state to furnish a certificate of legal existence for a domestic corporation. A certificate...
• Massachusetts General Laws - Penalty for signing false document - Chapter 156D, Section 1.29
  PENALTY FOR SIGNING FALSE DOCUMENT (a) A person commits an offense if he signs a document that he knows is false in any material respect...
• Massachusetts General Laws - Powers - Chapter 156D, Section 1.30
  POWERS The secretary of state has the power reasonably necessary to perform the duties required of him by this chapter, including the power to promulgate...
• Massachusetts General Laws - Chapter definitions - Chapter 156D, Section 1.40
  CHAPTER DEFINITIONS (a) As used in this chapter the following words shall have the following meanings, unless the context requires otherwise: “Articles of organization”, the...
• Massachusetts General Laws - Notice - Chapter 156D, Section 1.41
  NOTICE (a) Notice under this chapter shall be in writing unless oral notice is reasonable under the circumstances. Notice by electronic transmission is written notice....
• Massachusetts General Laws - Number of shareholders - Chapter 156D, Section 1.42
  NUMBER OF SHAREHOLDERS (a) For purposes of this chapter, except as provided in subsection (c), the following identified as a shareholder in a corporation’s current...
• Massachusetts General Laws - Interpretation of chapter - Chapter 156D, Section 1.50
  INTERPRETATION OF CHAPTER In interpreting this chapter, in the absence of controlling Massachusetts precedent on any matter, consideration shall be given to the following: Inasmuch...
• Massachusetts General Laws - Incorporators - Chapter 156D, Section 2.01
  INCORPORATORS One or more persons may act as the incorporator or incorporators of a corporation by signing articles of organization and delivering them to the...
• Massachusetts General Laws - Articles of organization - Chapter 156D, Section 2.02
  ARTICLES OF ORGANIZATION (a) The articles of organization shall set forth: (1) a corporate name for the corporation that satisfies the requirements of section 4.01;...
• Massachusetts General Laws - Incorporation - Chapter 156D, Section 2.03
  INCORPORATION (a) Corporate existence begins when the articles of organization become effective pursuant to section 1.23. (b) The filing of the articles of organization with...
• Massachusetts General Laws - Liability for pre-incorporation transactions - Chapter 156D, Section 2.04
  LIABILITY FOR PRE-INCORPORATION TRANSACTIONS All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter shall...
• Massachusetts General Laws - Organization of corporation - Chapter 156D, Section 2.05
  ORGANIZATION OF CORPORATION (a) The organization of the corporation shall be completed as follows: (1) The incorporator or incorporators may hold an organizational meeting before...
• Massachusetts General Laws - Bylaws - Chapter 156D, Section 2.06
  BYLAWS (a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. (b) The bylaws of a corporation may...
• Massachusetts General Laws - Emergency bylaws - Chapter 156D, Section 2.07
  EMERGENCY BYLAWS (a) Unless the articles of organization provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in...
• Massachusetts General Laws - Purposes - Chapter 156D, Section 3.01
  PURPOSES Every corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in...
• Massachusetts General Laws - General powers - Chapter 156D, Section 3.02
  GENERAL POWERS (a) Unless its articles of organization provide otherwise, every corporation shall have perpetual duration and succession in its corporate name and has the...
• Massachusetts General Laws - Emergency powers - Chapter 156D, Section 3.03
  EMERGENCY POWERS (a) In anticipation of or during an emergency defined in subsection (d), unless emergency bylaws or other bylaws that specifically refer to this...
• Massachusetts General Laws - Ultra vires - Chapter 156D, Section 3.04
  ULTRA VIRES (a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks...
• Massachusetts General Laws - Corporate name - Chapter 156D, Section 4.01
  CORPORATE NAME (a) A corporate name: (1) shall contain the word “corporation, “incorporated,” “company,” or “limited” or the abbreviation “corp.,” “inc., or ltd.,” or words...
• Massachusetts General Laws - Reserved name - Chapter 156D, Section 4.02
  RESERVED NAME (a) A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name...
• Massachusetts General Laws - Registered office and registered agent - Chapter 156D, Section 5.01
  REGISTERED OFFICE AND REGISTERED AGENT Each corporation shall continuously maintain in the commonwealth: (1) a registered office that may, but need not be, the same...
• Massachusetts General Laws - Change of registered office or registered agent - Chapter 156D, Section 5.02
  CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT (a) A corporation may change its registered office or registered agent by delivering to the secretary of state...
• Massachusetts General Laws - Resignation of registered agent - Chapter 156D, Section 5.03
  RESIGNATION OF REGISTERED AGENT (a) The registered agent of a corporation may resign his agency appointment by signing and delivering to the secretary of state...
• Massachusetts General Laws - Service on corporation - Chapter 156D, Section 5.04
  SERVICE ON CORPORATION (a) A corporation’s registered agent is the corporation’s agent for service of process, notice, or demand required or permitted by law to...
• Massachusetts General Laws - Authorized shares - Chapter 156D, Section 6.01
  AUTHORIZED SHARES (a) The articles of organization shall prescribe the total number of shares the corporation is authorized to issue. The articles of organization also...
• Massachusetts General Laws - Determination of terms of class or series - Chapter 156D, Section 6.02
  DETERMINATION OF TERMS OF CLASS OR SERIES (a) The number of authorized shares of any class or series, the distinguishing designation thereof and the preferences,...
• Massachusetts General Laws - Issued and outstanding shares - Chapter 156D, Section 6.03
  ISSUED AND OUTSTANDING SHARES (a) A corporation may issue the number of shares of each class or series authorized by the articles of organization. Shares...
• Massachusetts General Laws - Fractional shares - Chapter 156D, Section 6.04
  FRACTIONAL SHARES (a) A corporation may: (1) issue fractions of a share or pay in money or property the value of fractions of a share;...
• Massachusetts General Laws - Subscription for shares before incorporation - Chapter 156D, Section 6.20
  SUBSCRIPTION FOR SHARES BEFORE INCORPORATION (a) A subscription for shares entered into before incorporation is irrevocable for 6 months unless the subscription agreement provides a...
• Massachusetts General Laws - Issuance of shares - Chapter 156D, Section 6.21
  ISSUANCE OF SHARES (a) The powers granted in this section to the board of directors may be reserved to the shareholders, either exclusively or concurrently...
• Massachusetts General Laws - Liability of shareholders - Chapter 156D, Section 6.22
  LIABILITY OF SHAREHOLDERS (a) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to...
• Massachusetts General Laws - Share dividends - Chapter 156D, Section 6.23
  SHARE DIVIDENDS (a) Unless the articles of organization provide otherwise, shares may be issued pro rata and without consideration to the corporation’s shareholders or to...
• Massachusetts General Laws - Share options - Chapter 156D, Section 6.24
  SHARE OPTIONS (a) A corporation may issue rights, options or warrants for the purchase of shares or other securities of the corporation. The board of...
• Massachusetts General Laws - Form and content of certificates - Chapter 156D, Section 6.25
  FORM AND CONTENT OF CERTIFICATES (a) Shares may but need not be represented by certificates. Unless this chapter or another statute expressly provides otherwise, the...
• Massachusetts General Laws - Shares without certificates - Chapter 156D, Section 6.26
  SHARES WITHOUT CERTIFICATES (a) Unless the articles of organization or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of...
• Massachusetts General Laws - Restriction on transfer of shares and other securities - Chapter 156D, Section 6.27
  RESTRICTION ON TRANSFER OF SHARES AND OTHER SECURITIES (a) The articles of organization, bylaws, an agreement among shareholders or an agreement between shareholders and the...
• Massachusetts General Laws - Shareholders’ preemptive rights - Chapter 156D, Section 6.30
  SHAREHOLDERS’ PREEMPTIVE RIGHTS (a) The shareholders of a corporation shall not have a preemptive right to acquire the corporation’s unissued shares except to the extent...
• Massachusetts General Laws - Corporation’s acquisition of its own shares - Chapter 156D, Section 6.31
  CORPORATION’S ACQUISITION OF ITS OWN SHARES (a) A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares. (b) If...
• Massachusetts General Laws - Distributions to shareholders - Chapter 156D, Section 6.40
  DISTRIBUTIONS TO SHAREHOLDERS (a) A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles...
• Massachusetts General Laws - Liability for improper distributions - Chapter 156D, Section 6.41
  LIABILITY FOR IMPROPER DISTRIBUTIONS (a) A director who votes for or assents to a distribution, including a distribution in liquidation as described in subsection (h)...
• Massachusetts General Laws - Annual meeting - Chapter 156D, Section 7.01
  ANNUAL MEETING (a) A corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws. (b)...
• Massachusetts General Laws - Special meeting - Chapter 156D, Section 7.02
  SPECIAL MEETING (a) A corporation shall hold a special meeting of shareholders: (1) on call of its board of directors or the person authorized to...
• Massachusetts General Laws - Court-ordered meeting - Chapter 156D, Section 7.03
  COURT-ORDERED MEETING (a) The superior court of the county where a corporation’s principal office or, if none in the commonwealth, its registered office is located...
• Massachusetts General Laws - Action without meeting - Chapter 156D, Section 7.04
  ACTION WITHOUT MEETING (a) Action required or permitted by this chapter to be taken at a shareholders’ meeting may be taken without a meeting if...
• Massachusetts General Laws - Notice of meeting - Chapter 156D, Section 7.05
  NOTICE OF MEETING (a) A written notice of the date, time, and place of each annual and special shareholders’ meeting describing the purposes of the...
• Massachusetts General Laws - Waiver of notice - Chapter 156D, Section 7.06
  WAIVER OF NOTICE (a) A shareholder may waive any notice required by this chapter, the articles of organization, or the bylaws before or after the...
• Massachusetts General Laws - Record date - Chapter 156D, Section 7.07
  RECORD DATE (a) Except as otherwise provided in section 7.03, the bylaws may fix or provide the manner of fixing the record date for one...
• Massachusetts General Laws - Meetings by remote communications; remote participation in meetings - Chapter 156D, Section 7.08
  MEETINGS BY REMOTE COMMUNICATIONS; REMOTE PARTICIPATION IN MEETINGS Unless otherwise provided in the articles of organization or bylaws, if authorized by the board of directors:...
• Massachusetts General Laws - Shareholders list for meeting - Chapter 156D, Section 7.20
  SHAREHOLDERS LIST FOR MEETING (a) After fixing a record date for a shareholders’ meeting, a corporation shall prepare an alphabetical list of the names of...
• Massachusetts General Laws - Voting entitlement of shares - Chapter 156D, Section 7.21
  VOTING ENTITLEMENT OF SHARES (a) Except as provided in subsections (b) and (c) or unless the articles of organization provide otherwise, each outstanding share, regardless...
• Massachusetts General Laws - Proxies - Chapter 156D, Section 7.22
  PROXIES (a) A shareholder may vote his shares in person or by proxy. (b) A shareholder may appoint a proxy to vote or otherwise act...
• Massachusetts General Laws - Shares held by nominees - Chapter 156D, Section 7.23
  SHARES HELD BY NOMINEES (a) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of...
• Massachusetts General Laws - Corporation’s acceptance of votes - Chapter 156D, Section 7.24
  CORPORATION’S ACCEPTANCE OF VOTES (a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the...
• Massachusetts General Laws - Quorum and voting requirements for voting groups - Chapter 156D, Section 7.25
  QUORUM AND VOTING REQUIREMENTS FOR VOTING GROUPS (a) Shares entitled to vote as a separate voting group may take action on a matter at a...
• Massachusetts General Laws - Action by single and multiple voting groups - Chapter 156D, Section 7.26
  ACTION BY SINGLE AND MULTIPLE VOTING GROUPS (a) When a matter is to be voted upon by a single voting group, action on that matter...
• Massachusetts General Laws - Greater or lesser quorum or voting requirements for shareholders - Chapter 156D, Section 7.27
  GREATER OR LESSER QUORUM OR VOTING REQUIREMENTS FOR SHAREHOLDERS (a) The articles of organization, or a bylaw adopted in conformity to section 10.21, may provide...
• Massachusetts General Laws - Voting for directors; cumulative voting - Chapter 156D, Section 7.28
  VOTING FOR DIRECTORS; CUMULATIVE VOTING (a) Unless otherwise provided in the articles of organization or bylaws, directors are elected by a plurality of the votes...
• Massachusetts General Laws - Form of shareholder action - Chapter 156D, Section 7.29
  FORM OF SHAREHOLDER ACTION (a) Any vote, consent, waiver, proxy appointment or other action by a shareholder or by the proxy or other agent of...
• Massachusetts General Laws - Voting trusts - Chapter 156D, Section 7.30
  VOTING TRUSTS (a) One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them,...
• Massachusetts General Laws - Voting agreements - Chapter 156D, Section 7.31
  VOTING AGREEMENTS (a) An agreement between 2 or more shareholders or between 1 or more shareholders and 1 or more other persons, if in writing...
• Massachusetts General Laws - Shareholder agreements - Chapter 156D, Section 7.32
  SHAREHOLDER AGREEMENTS (a) An agreement among the shareholders of a corporation that complies with this section is effective among the shareholders and the corporation even...
• Massachusetts General Laws - Subdivision definitions - Chapter 156D, Section 7.40
  SUBDIVISION DEFINITIONS In this SUBDIVISION the following words shall have the following meanings unless the context requires otherwise: “Derivative proceeding”, a civil suit in the...
• Massachusetts General Laws - Standing - Chapter 156D, Section 7.41
  STANDING A shareholder may not commence or maintain a derivative proceeding unless the shareholder: (1) was a shareholder of the corporation at the time of...
• Massachusetts General Laws - Demand - Chapter 156D, Section 7.42
  DEMAND No shareholder may commence a derivative proceeding until: (1) a written demand has been made upon the corporation to take suitable action; and (2)...
• Massachusetts General Laws - Stay of proceedings - Chapter 156D, Section 7.43
  STAY OF PROCEEDINGS If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding...
• Massachusetts General Laws - Dismissal - Chapter 156D, Section 7.44
  DISMISSAL (a) A derivative proceeding commenced after rejection of a demand shall be dismissed by the court on motion by the corporation if the court...
• Massachusetts General Laws - Discontinuance or settlement - Chapter 156D, Section 7.45
  DISCONTINUANCE OR SETTLEMENT A derivative proceeding may not be discontinued or settled without the court’s approval. If the court determines that a proposed discontinuance or...
• Massachusetts General Laws - Payment of expenses - Chapter 156D, Section 7.46
  PAYMENT OF EXPENSES On termination of the derivative proceeding the court may: (1) order the corporation to pay the plaintiff’s reasonable expenses, including counsel fees,...
• Massachusetts General Laws - Applicability to foreign corporations - Chapter 156D, Section 7.47
  APPLICABILITY TO FOREIGN CORPORATIONS In any derivative proceeding in the right of a foreign corporation, the matters covered by this subdivision shall be governed by...
• Massachusetts General Laws - Requirement for and duties of board of directors - Chapter 156D, Section 8.01
  REQUIREMENT FOR AND DUTIES OF BOARD OF DIRECTORS (a) Except as provided in section 7.32, each corporation shall have a board of directors. (b) All...
• Massachusetts General Laws - Qualifications of directors - Chapter 156D, Section 8.02
  QUALIFICATIONS OF DIRECTORS The articles of organization or bylaws may prescribe qualifications for directors. A director need not be a resident of the commonwealth or...
• Massachusetts General Laws - Number and election of directors - Chapter 156D, Section 8.03
  NUMBER AND ELECTION OF DIRECTORS (a) A board of directors shall consist of 1 or more individuals, with the number specified in or fixed in...
• Massachusetts General Laws - Election of directors by certain classes of shareholders - Chapter 156D, Section 8.04
  ELECTION OF DIRECTORS BY CERTAIN CLASSES OF SHAREHOLDERS If the articles of organization authorize dividing the shares into classes or series, the articles may also...
• Massachusetts General Laws - Terms of directors generally - Chapter 156D, Section 8.05
  TERMS OF DIRECTORS GENERALLY (a) The terms of the initial directors of a corporation shall expire at the first shareholders’ meeting at which directors are...
• Massachusetts General Laws - Staggered terms for directors - Chapter 156D, Section 8.06
  STAGGERED TERMS FOR DIRECTORS (a) The articles of organization may provide for staggering the terms of directors by dividing the total number of directors into...
• Massachusetts General Laws - Resignation of directors - Chapter 156D, Section 8.07
  RESIGNATION OF DIRECTORS (a) A director may resign at any time by delivering written notice of resignation to the board of directors, its chairman, or...
• Massachusetts General Laws - Removal of directors - Chapter 156D, Section 8.08
  REMOVAL OF DIRECTORS (a) Subject to subsection (b) of section 8.06 and except as otherwise provided in the articles of organization or bylaws, the shareholders...
• Massachusetts General Laws - [There is no 156D:8.09.] - Chapter 156D, Section 8.09
  [There is no
• Massachusetts General Laws - Vacancy on board - Chapter 156D, Section 8.10
  VACANCY ON BOARD (a) Unless the articles of organization or section 8.06 provide otherwise, if a vacancy occurs on a board of directors, including a...
• Massachusetts General Laws - Compensation of directors - Chapter 156D, Section 8.11
  COMPENSATION OF DIRECTORS Unless the articles of organization or bylaws provide otherwise, the board of directors may fix the compensation of directors.
• Massachusetts General Laws - Meetings - Chapter 156D, Section 8.20
  MEETINGS (a) The board of directors may hold regular or special meetings within or without the commonwealth. (b) Unless the articles of organization or bylaws...
• Massachusetts General Laws - Action without meeting - Chapter 156D, Section 8.21
  ACTION WITHOUT MEETING (a) Unless the articles of organization or bylaws provide that action required or permitted by this chapter to be taken by the...
• Massachusetts General Laws - Notice of meeting - Chapter 156D, Section 8.22
  NOTICE OF MEETING (a) Unless the articles of organization or bylaws provide otherwise, regular meetings of the board of directors may be held without notice...
• Massachusetts General Laws - Waiver of notice - Chapter 156D, Section 8.23
  WAIVER OF NOTICE (a) A director may waive any notice required by this chapter, the articles of organization or the bylaws before or after the...
• Massachusetts General Laws - Quorum and voting - Chapter 156D, Section 8.24
  QUORUM AND VOTING (a) Subject to subsection (b), unless the articles of organization or bylaws otherwise provide or unless otherwise specifically provided in this chapter,...
• Massachusetts General Laws - Committees - Chapter 156D, Section 8.25
  COMMITTEES (a) Unless the articles of organization or bylaws provide otherwise, a board of directors may create 1 or more committees and appoint members of...
• Massachusetts General Laws - General standards for directors - Chapter 156D, Section 8.30
  GENERAL STANDARDS FOR DIRECTORS (a) A director shall discharge his duties as a director, including his duties as a member of a committee: (1) in...
• Massachusetts General Laws - Director conflict of interest - Chapter 156D, Section 8.31
  DIRECTOR CONFLICT OF INTEREST (a) A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a...
• Massachusetts General Laws - Loans to directors - Chapter 156D, Section 8.32
  LOANS TO DIRECTORS (a) Except as provided by subsection (c), a corporation may not lend money to, or guarantee the obligation of a director of,...
• Massachusetts General Laws - Required officers - Chapter 156D, Section 8.40
  REQUIRED OFFICERS (a) A corporation shall have a president, a treasurer and a secretary and such other officers described in its bylaws or appointed by...
• Massachusetts General Laws - Duties of officers - Chapter 156D, Section 8.41
  DUTIES OF OFFICERS Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the...
• Massachusetts General Laws - Standards of conduct for officers - Chapter 156D, Section 8.42
  STANDARDS OF CONDUCT FOR OFFICERS (a) An officer shall discharge his duties: (1) in good faith; (2) with the care that a person in a...
• Massachusetts General Laws - Resignation and removal of officers - Chapter 156D, Section 8.43
  RESIGNATION AND REMOVAL OF OFFICERS (a) An officer may resign at any time by delivering notice of the resignation to the corporation. A resignation is...
• Massachusetts General Laws - Contract rights of officers - Chapter 156D, Section 8.44
  CONTRACT RIGHTS OF OFFICERS (a) The appointment of an officer shall not itself create contract rights. (b) An officer’s removal shall not affect the officer’s...
• Massachusetts General Laws - Certificate of change in officers or directors - Chapter 156D, Section 8.45
  CERTIFICATE OF CHANGE IN OFFICERS OR DIRECTORS Whenever any change is made in the directors or in the president, treasurer or secretary of a corporation,...
• Massachusetts General Laws - Instruments affecting real estate - Chapter 156D, Section 8.46
  INSTRUMENTS AFFECTING REAL ESTATE Any recordable instrument purporting to affect an interest in real estate, executed in the name of a corporation by the president...
• Massachusetts General Laws - Subdivision definitions - Chapter 156D, Section 8.50
  SUBDIVISION DEFINITIONS In this SUBDIVISION the following words shall have the following meanings unless the context requires otherwise: “Corporation”, includes any domestic or foreign predecessor...
• Massachusetts General Laws - Permissible indemnification - Chapter 156D, Section 8.51
  PERMISSIBLE INDEMNIFICATION (a) Except as otherwise provided in this section, a corporation may indemnify an individual who is a party to a proceeding because he...
• Massachusetts General Laws - Mandatory indemnification - Chapter 156D, Section 8.52
  MANDATORY INDEMNIFICATION A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which...
• Massachusetts General Laws - Advance for expenses - Chapter 156D, Section 8.53
  ADVANCE FOR EXPENSES (a) A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by...
• Massachusetts General Laws - Court-ordered indemnification and advance for expenses - Chapter 156D, Section 8.54
  COURT-ORDERED INDEMNIFICATION AND ADVANCE FOR EXPENSES (a) A director who is a party to a proceeding because he is a director may apply for indemnification...
• Massachusetts General Laws - Determination and authorization of indemnification - Chapter 156D, Section 8.55
  DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION (a) A corporation may not indemnify a director under section 8.51 unless authorized for a specific proceeding after a determination...
• Massachusetts General Laws - Officers - Chapter 156D, Section 8.56
  OFFICERS (a) A corporation may indemnify and advance expenses under this subdivision to an officer of the corporation who is a party to a proceeding...
• Massachusetts General Laws - Insurance - Chapter 156D, Section 8.57
  INSURANCE A corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while...
• Massachusetts General Laws - Variation by corporate action; application of subchapter - Chapter 156D, Section 8.58
  VARIATION BY CORPORATE ACTION; APPLICATION OF SUBDIVISION (a) A corporation may, by its articles of organization or bylaws or in a resolution adopted or a...
• Massachusetts General Laws - Exclusivity of subdivision - Chapter 156D, Section 8.59
  EXCLUSIVITY OF SUBDIVISION The indemnification and advancement of expenses provided by, or granted pursuant to, this subdivision shall not be considered exclusive of any other...
• Massachusetts General Laws - Domestication - Chapter 156D, Section 9.20
  DOMESTICATION (a) A foreign business corporation may become a domestic business corporation only if the domestication is permitted by the organic law of the foreign...
• Massachusetts General Laws - Action on a plan of domestication - Chapter 156D, Section 9.21
  ACTION ON A PLAN OF DOMESTICATION In the case of a domestication of a domestic business corporation in a foreign jurisdiction: (1) The plan of...
• Massachusetts General Laws - Articles of domestication - Chapter 156D, Section 9.22
  ARTICLES OF DOMESTICATION (a) After the domestication of a foreign business corporation has been authorized as required by the laws of the foreign jurisdiction, articles...
• Massachusetts General Laws - Surrender of charter upon domestication - Chapter 156D, Section 9.23
  SURRENDER OF CHARTER UPON DOMESTICATION (a) Whenever a domestic business corporation has adopted and approved, in the manner required by this chapter, a plan of...
• Massachusetts General Laws - Effect of domestication - Chapter 156D, Section 9.24
  EFFECT OF DOMESTICATION (a) When a domestication of a foreign business corporation in the commonwealth becomes effective: (1) the title to all real and personal...
• Massachusetts General Laws - Abandonment of a domestication - Chapter 156D, Section 9.25
  ABANDONMENT OF A DOMESTICATION (a) Unless otherwise provided in a plan of domestication of a domestic business corporation, after the plan has been adopted and...
• Massachusetts General Laws - Nonprofit conversion - Chapter 156D, Section 9.30
  NONPROFIT CONVERSION (a) A domestic business corporation may become a domestic nonprofit corporation pursuant to a plan of nonprofit conversion. (b) A domestic business corporation...
• Massachusetts General Laws - Action on a plan of nonprofit conversion - Chapter 156D, Section 9.31
  ACTION ON A PLAN OF NONPROFIT CONVERSION In the case of a conversion of a domestic business corporation to a domestic or foreign nonprofit corporation:...
• Massachusetts General Laws - Articles of nonprofit conversion - Chapter 156D, Section 9.32
  ARTICLES OF NONPROFIT CONVERSION (a) After a plan of nonprofit conversion providing for the conversion of a domestic business corporation to a domestic nonprofit corporation...
• Massachusetts General Laws - Surrender of charter upon foreign nonprofit conversion - Chapter 156D, Section 9.33
  SURRENDER OF CHARTER UPON FOREIGN NONPROFIT CONVERSION (a) Whenever a domestic business corporation has adopted and approved, in the manner required by this subdivision, a...
• Massachusetts General Laws - Effect of nonprofit conversion - Chapter 156D, Section 9.34
  EFFECT OF NONPROFIT CONVERSION (a) When a conversion of a domestic business corporation to a domestic nonprofit corporation becomes effective: (1) the title to all...
• Massachusetts General Laws - Abandonment of a nonprofit conversion - Chapter 156D, Section 9.35
  ABANDONMENT OF A NONPROFIT CONVERSION (a) Unless otherwise provided in a plan of nonprofit conversion of a domestic business corporation, after the plan has been...
• Massachusetts General Laws - Foreign nonprofit domestication and conversion - Chapter 156D, Section 9.40
  FOREIGN NONPROFIT DOMESTICATION AND CONVERSION A foreign nonprofit corporation may become a domestic business corporation if the domestication and conversion is permitted by the organic...
• Massachusetts General Laws - Articles of domestication and conversion - Chapter 156D, Section 9.41
  ARTICLES OF DOMESTICATION AND CONVERSION (a) After the conversion of a foreign nonprofit corporation to a domestic business corporation has been authorized as required by...
• Massachusetts General Laws - Effect of foreign nonprofit domestication and conversion - Chapter 156D, Section 9.42
  EFFECT OF FOREIGN NONPROFIT DOMESTICATION AND CONVERSION (a) When a domestication and conversion of a foreign nonprofit corporation to a domestic business corporation becomes effective:...
• Massachusetts General Laws - Abandonment of a foreign nonprofit domestication and conversion - Chapter 156D, Section 9.43
  ABANDONMENT OF A FOREIGN NONPROFIT DOMESTICATION AND CONVERSION If the domestication and conversion of a foreign nonprofit corporation to a domestic business corporation is abandoned...
• Massachusetts General Laws - Entity conversion authorized; definitions - Chapter 156D, Section 9.50
  ENTITY CONVERSION AUTHORIZED; DEFINITIONS (a) A domestic business corporation may become a domestic other entity pursuant to a plan of entity conversion. If the organic...
• Massachusetts General Laws - Plan of entity conversion - Chapter 156D, Section 9.51
  PLAN OF ENTITY CONVERSION (a) A plan of entity conversion shall include: (1) a statement of the type of entity the surviving entity will be...
• Massachusetts General Laws - Action on a plan of entity conversion - Chapter 156D, Section 9.52
  ACTION ON A PLAN OF ENTITY CONVERSION In the case of an entity conversion of a domestic business corporation to a domestic or foreign other...
• Massachusetts General Laws - Articles of entity conversion - Chapter 156D, Section 9.53
  ARTICLES OF ENTITY CONVERSION (a) After the conversion of a domestic business corporation to a domestic other entity has been adopted and approved as required...
• Massachusetts General Laws - Surrender of charter upon conversion - Chapter 156D, Section 9.54
  SURRENDER OF CHARTER UPON CONVERSION (a) Whenever a domestic business corporation has adopted and approved, in the manner required by this subdivision, a plan of...
• Massachusetts General Laws - Effect of entity conversion - Chapter 156D, Section 9.55
  EFFECT OF ENTITY CONVERSION (a) When a conversion under this subdivision in which the surviving entity is a domestic business corporation or domestic other entity...
• Massachusetts General Laws - Abandonment of an entity conversion - Chapter 156D, Section 9.56
  ABANDONMENT OF AN ENTITY CONVERSION (a) Unless otherwise provided in a plan of entity conversion of a domestic business corporation, after the plan has been...
• Massachusetts General Laws - Authority to amend - Chapter 156D, Section 10.01
  AUTHORITY TO AMEND (a) A corporation may amend its articles of organization at any time to add or change a provision that is required or...
• Massachusetts General Laws - Amendment before issuance of shares - Chapter 156D, Section 10.02
  AMENDMENT BEFORE ISSUANCE OF SHARES If a corporation has not yet issued shares, its board of directors, or its incorporators if it has no board...
• Massachusetts General Laws - Amendment by board of directors and shareholders; exception - Chapter 156D, Section 10.03
  AMENDMENT BY BOARD OF DIRECTORS AND SHAREHOLDERS; EXCEPTION If a corporation has issued shares, an amendment to the articles of organization shall be adopted in...
• Massachusetts General Laws - Voting on amendments by voting groups - Chapter 156D, Section 10.04
  VOTING ON AMENDMENTS BY VOTING GROUPS (a) The holders of the outstanding shares of a class or of a series of a class are entitled...
• Massachusetts General Laws - Amendment by board of directors - Chapter 156D, Section 10.05
  AMENDMENT BY BOARD OF DIRECTORS Unless the articles of organization provide otherwise, a corporation’s board of directors may adopt amendments to the corporation’s articles of...
• Massachusetts General Laws - Articles of amendment - Chapter 156D, Section 10.06
  ARTICLES OF AMENDMENT After an amendment to the articles of organization has been adopted and approved in the manner required by the chapter and by...
• Massachusetts General Laws - Restated articles of organization - Chapter 156D, Section 10.07
  RESTATED ARTICLES OF ORGANIZATION (a) A corporation’s board of directors may restate its articles of organization at any time, with or without shareholder approval, to...
• Massachusetts General Laws - Effect of amendment - Chapter 156D, Section 10.08
  EFFECT OF AMENDMENT An amendment to the articles of organization shall not affect a cause of action existing against or in favor of the corporation,...
• Massachusetts General Laws - Amendment by board of directors or shareholders - Chapter 156D, Section 10.20
  AMENDMENT BY BOARD OF DIRECTORS OR SHAREHOLDERS (a) The power to make, amend or repeal bylaws shall be in the shareholders. If authorized by the...
• Massachusetts General Laws - Bylaw dealing with quorum or voting requirements for shareholders - Chapter 156D, Section 10.21
  BYLAW DEALING WITH QUORUM OR VOTING REQUIREMENTS FOR SHAREHOLDERS (a) If authorized by the articles of organization, the initial bylaws or a bylaw subsequently adopted...
• Massachusetts General Laws - Bylaw dealing with quorum or voting requirements for board of directors - Chapter 156D, Section 10.22
  BYLAW DEALING WITH QUORUM OR VOTING REQUIREMENTS FOR BOARD OF DIRECTORS (a) A bylaw that fixes a greater or lesser quorum requirement for action by...
• Massachusetts General Laws - Definitions - Chapter 156D, Section 11.01
  DEFINITIONS As used in this PART: “Interests”, includes any form of membership in a domestic or foreign nonprofit corporation. “Merger”, a business combination pursuant to...
• Massachusetts General Laws - Merger - Chapter 156D, Section 11.02
  MERGER One or more domestic corporations may merge with a domestic or foreign corporation or other entity pursuant to a plan of merger. (a) A...
• Massachusetts General Laws - Share exchange - Chapter 156D, Section 11.03
  SHARE EXCHANGE (a) Through a share exchange: (1) a domestic corporation may acquire all of the shares of 1 or more classes or series of...
• Massachusetts General Laws - Action on a plan of merger or share exchange - Chapter 156D, Section 11.04
  ACTION ON A PLAN OF MERGER OR SHARE EXCHANGE In the case of a domestic corporation that is a party to a merger or share...
• Massachusetts General Laws - Merger between parent and subsidiary or between subsidiaries - Chapter 156D, Section 11.05
  MERGER BETWEEN PARENT AND SUBSIDIARY OR BETWEEN SUBSIDIARIES (a) A domestic parent corporation that owns shares of a domestic or foreign subsidiary corporation that carry...
• Massachusetts General Laws - Articles of merger or share exchange - Chapter 156D, Section 11.06
  ARTICLES OF MERGER OR SHARE EXCHANGE (a) After a plan of merger or share exchange has been adopted and approved as required by this chapter,...
• Massachusetts General Laws - Effect of merger or share exchange - Chapter 156D, Section 11.07
  EFFECT OF MERGER OR SHARE EXCHANGE (a) When a merger becomes effective: (1) the corporation or other entity that is designated in the plan of...
• Massachusetts General Laws - Abandonment of a merger or share exchange - Chapter 156D, Section 11.08
  ABANDONMENT OF A MERGER OR SHARE EXCHANGE (a) Unless otherwise provided in a plan of merger or share exchange or in the laws under which...
• Massachusetts General Laws - Sale of assets in regular course of business and mortgage of assets - Chapter 156D, Section 12.01
  SALE OF ASSETS IN REGULAR COURSE OF BUSINESS AND MORTGAGE OF ASSETS (a) A corporation may, on the terms and conditions and for the consideration...
• Massachusetts General Laws - Sale of assets other than in regular course of business - Chapter 156D, Section 12.02
  SALE OF ASSETS OTHER THAN IN REGULAR COURSE OF BUSINESS (a) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all,...
• Massachusetts General Laws - Definitions - Chapter 156D, Section 13.01
  DEFINITIONS In this PART the following words shall have the following meanings unless the context requires otherwise: “Affiliate”, any person that directly or indirectly through...
• Massachusetts General Laws - Right to appraisal - Chapter 156D, Section 13.02
  RIGHT TO APPRAISAL (a) A shareholder is entitled to appraisal rights, and obtain payment of the fair value of his shares in the event of,...
• Massachusetts General Laws - Assertion of rights by nominees and beneficial owners - Chapter 156D, Section 13.03
  ASSERTION OF RIGHTS BY NOMINEES AND BENEFICIAL OWNERS (a) A record shareholder may assert appraisal rights as to fewer than all the shares registered in...
• Massachusetts General Laws - Notice of appraisal rights - Chapter 156D, Section 13.20
  NOTICE OF APPRAISAL RIGHTS (a) If proposed corporate action described in subsection (a) of section 13.02 is to be submitted to a vote at a...
• Massachusetts General Laws - Notice of intent to demand payment - Chapter 156D, Section 13.21
  NOTICE OF INTENT TO DEMAND PAYMENT (a) If proposed corporate action requiring appraisal rights under section 13.02 is submitted to vote at a shareholders’ meeting,...
• Massachusetts General Laws - Appraisal notice and form - Chapter 156D, Section 13.22
  APPRAISAL NOTICE AND FORM (a) If proposed corporate action requiring appraisal rights under subsection (a) of section 13.02 becomes effective, the corporation shall deliver a...
• Massachusetts General Laws - Perfection of rights; right to withdraw - Chapter 156D, Section 13.23
  PERFECTION OF RIGHTS; RIGHT TO WITHDRAW (a) A shareholder who receives notice pursuant to section 13.22 and who wishes to exercise appraisal rights shall certify...
• Massachusetts General Laws - Payment - Chapter 156D, Section 13.24
  PAYMENT (a) Except as provided in section 13.25, within 30 days after the form required by subclause (ii) of clause (2) of subsection (b) of...
• Massachusetts General Laws - After-acquired shares - Chapter 156D, Section 13.25
  AFTER-ACQUIRED SHARES (a) A corporation may elect to withhold payment required by section 13.24 from any shareholder who did not certify that beneficial ownership of...
• Massachusetts General Laws - Procedure if shareholder dissatisfied with payment or offer - Chapter 156D, Section 13.26
  PROCEDURE IF SHAREHOLDER DISSATISFIED WITH PAYMENT OR OFFER (a) A shareholder paid pursuant to section 13.24 who is dissatisfied with the amount of the payment...
• Massachusetts General Laws - Court action - Chapter 156D, Section 13.30
  COURT ACTION (a) If a shareholder makes demand for payment under section 13.26 which remains unsettled, the corporation shall commence an equitable proceeding within 60...
• Massachusetts General Laws - Court costs and counsel fees - Chapter 156D, Section 13.31
  COURT COSTS AND COUNSEL FEES (a) The court in an appraisal proceeding commenced under section 13.30 shall determine all costs of the proceeding, including the...
• Massachusetts General Laws - Dissolution by incorporators or initial directors - Chapter 156D, Section 14.01
  DISSOLUTION BY INCORPORATORS OR INITIAL DIRECTORS A majority of the incorporators or initial directors of a corporation that has not issued shares or has not...
• Massachusetts General Laws - Dissolution by board of directors and shareholders, or otherwise in accordance with articles of organization - Chapter 156D, Section 14.02
  DISSOLUTION BY BOARD OF DIRECTORS AND SHAREHOLDERS, OR OTHERWISE IN ACCORDANCE WITH ARTICLES OF ORGANIZATION (a) A corporation may voluntarily authorize dissolution by any method...
• Massachusetts General Laws - Articles of dissolution - Chapter 156D, Section 14.03
  ARTICLES OF DISSOLUTION (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles...
• Massachusetts General Laws - Revocation of dissolution - Chapter 156D, Section 14.04
  REVOCATION OF DISSOLUTION (a) A corporation may revoke its dissolution within 120 days of its effective date. (b) Revocation of a dissolution under subsection (b)...
• Massachusetts General Laws - Effect of dissolution - Chapter 156D, Section 14.05
  EFFECT OF DISSOLUTION (a) A dissolved corporation continues its corporate existence but may not carry on any business except such as is necessary in connection...
• Massachusetts General Laws - Known non-contingent claims against dissolved corporation - Chapter 156D, Section 14.06
  KNOWN NON-CONTINGENT CLAIMS AGAINST DISSOLVED CORPORATION (a) With respect to any non-contingent claim against the corporation, whether or not matured, known to the corporation at...
• Massachusetts General Laws - Unknown claims against dissolved corporation - Chapter 156D, Section 14.07
  UNKNOWN CLAIMS AGAINST DISSOLVED CORPORATION (a) With respect to any unknown claim against the corporation, including unknown contingent claims, a dissolved corporation may limit the...
• Massachusetts General Laws - Creation of reserves as adequate provision for unasserted product liability claims and known contingent claims against dissolved corporation - Chapter 156D, Section 14.08
  CREATION OF RESERVES AS ADEQUATE PROVISION FOR UNASSERTED PRODUCT LIABILITY CLAIMS AND KNOWN CONTINGENT CLAIMS AGAINST DISSOLVED CORPORATION (a) At any time after the end...
• Massachusetts General Laws - Enforcement of claims against dissolved corporation - Chapter 156D, Section 14.09
  ENFORCEMENT OF CLAIMS AGAINST DISSOLVED CORPORATION (a) A claim against a dissolved corporation described in sections 14.06, 14.07 or 14.08, and which is not barred...
• Massachusetts General Laws - Grounds for administrative dissolution - Chapter 156D, Section 14.20
  GROUNDS FOR ADMINISTRATIVE DISSOLUTION The secretary of state may commence a proceeding under section 14.21 to dissolve a corporation administratively if: (a) the corporation has...
• Massachusetts General Laws - Procedure for and effect of administrative dissolution - Chapter 156D, Section 14.21
  PROCEDURE FOR AND EFFECT OF ADMINISTRATIVE DISSOLUTION (a) If the secretary of state determines that one or more grounds exist under section 14.20 for dissolving...
• Massachusetts General Laws - Reinstatement following administrative dissolution - Chapter 156D, Section 14.22
  REINSTATEMENT FOLLOWING ADMINISTRATIVE DISSOLUTION (a) A corporation administratively dissolved under section 14.21 may apply to the secretary of state for reinstatement at any time. The...
• Massachusetts General Laws - Appeal from denial of reinstatement - Chapter 156D, Section 14.23
  APPEAL FROM DENIAL OF REINSTATEMENT (a) If the secretary of state denies a corporation’s application for reinstatement following administrative dissolution, he shall serve the corporation...
• Massachusetts General Laws - Grounds for judicial dissolution - Chapter 156D, Section 14.30
  GROUNDS FOR JUDICIAL DISSOLUTION The superior court located in the county set forth in section 14.31 may dissolve a corporation: (1) in a proceeding by...
• Massachusetts General Laws - Procedure for judicial dissolution - Chapter 156D, Section 14.31
  PROCEDURE FOR JUDICIAL DISSOLUTION (a) Venue for a proceeding by the attorney general to dissolve a corporation lies in Suffolk county. Venue for a proceeding...
• Massachusetts General Laws - Receivership or custodianship - Chapter 156D, Section 14.32
  RECEIVERSHIP OR CUSTODIANSHIP (a) A court in a judicial proceeding brought to dissolve a corporation may appoint 1 or more receivers to wind up and...
• Massachusetts General Laws - Decree of dissolution - Chapter 156D, Section 14.33
  DECREE OF DISSOLUTION (a) If after a hearing the court determines that 1 or more grounds for judicial dissolution described in section 14.30 exist, it...
• Massachusetts General Laws - Reorganization under a statute of the United States; effectuation - Chapter 156D, Section 14.34
  REORGANIZATION UNDER A STATUTE OF THE UNITED STATES: EFFECTUATION (a) Any corporation, a plan of reorganization of which, pursuant to any applicable statute of the...
• Massachusetts General Laws - Deposit with treasurer of the commonwealth - Chapter 156D, Section 14.40
  DEPOSIT WITH TREASURER OF THE COMMONWEALTH Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who...
• Massachusetts General Laws - Authority to transact business required - Chapter 156D, Section 15.01
  AUTHORITY TO TRANSACT BUSINESS REQUIRED (a) A foreign corporation that transacts business or has a usual place of business in the commonwealth shall deliver the...
• Massachusetts General Laws - Consequences of transacting business without authority - Chapter 156D, Section 15.02
  CONSEQUENCES OF TRANSACTING BUSINESS WITHOUT AUTHORITY (a) A foreign corporation transacting business in the commonwealth without delivering to the secretary of state for filing the...
• Massachusetts General Laws - Delivering certificate by foreign corporation - Chapter 156D, Section 15.03
  DELIVERING CERTIFICATE BY FOREIGN CORPORATION (a) A foreign corporation shall, not later than 10 days after it commences transacting business in the commonwealth, deliver to...
• Massachusetts General Laws - Amended certificate - Chapter 156D, Section 15.04
  AMENDED CERTIFICATE (a) A foreign corporation that has delivered to the secretary of state for filing the certificate required by section 15.03 shall deliver an...
• Massachusetts General Laws - Effect of filing of certificate - Chapter 156D, Section 15.05
  EFFECT OF FILING OF CERTIFICATE (a) The delivering by the foreign corporation to the secretary of state for filing of the certificate required by section...
• Massachusetts General Laws - Corporate name of foreign corporation - Chapter 156D, Section 15.06
  CORPORATE NAME OF FOREIGN CORPORATION (a) If the corporate name of a foreign corporation does not satisfy the requirements of section 4.01, the foreign corporation,...
• Massachusetts General Laws - Registered office and registered agent of foreign corporation - Chapter 156D, Section 15.07
  REGISTERED OFFICE AND REGISTERED AGENT OF FOREIGN CORPORATION Each foreign corporation authorized to transact business in the commonwealth shall continuously maintain in the commonwealth: (1)...
• Massachusetts General Laws - Change of registered office or registered agent of foreign corporation - Chapter 156D, Section 15.08
  CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT OF FOREIGN CORPORATION (a) A foreign corporation authorized to transact business in the commonwealth may change its registered...
• Massachusetts General Laws - Resignation of registered agent of foreign corporation - Chapter 156D, Section 15.09
  RESIGNATION OF REGISTERED AGENT OF FOREIGN CORPORATION (a) The registered agent of a foreign corporation may resign his agency appointment by signing and delivering to...
• Massachusetts General Laws - Liability to be sued; service on foreign corporation - Chapter 156D, Section 15.10
  LIABILITY TO BE SUED; SERVICE ON FOREIGN CORPORATION (a) Foreign corporations shall be liable to be sued and to have their property attached in the...
• Massachusetts General Laws - False reports or statements - Chapter 156D, Section 15.11
  FALSE REPORTS OR STATEMENTS (a) An officer of a foreign corporation who signs any statement or report required by this chapter which is false in...
• Massachusetts General Laws - Withdrawal of foreign corporation - Chapter 156D, Section 15.20
  WITHDRAWAL OF FOREIGN CORPORATION (a) A foreign corporation authorized to transact business in the commonwealth may not withdraw from the commonwealth until it obtains the...
• Massachusetts General Laws - Automatic withdrawal upon certain conversions - Chapter 156D, Section 15.21
  AUTOMATIC WITHDRAWAL UPON CERTAIN CONVERSIONS A foreign business corporation authorized to transact business in the commonwealth that converts into a domestic nonprofit corporation or any...
• Massachusetts General Laws - Withdrawal upon conversion to a nonfiling entity - Chapter 156D, Section 15.22
  WITHDRAWAL UPON CONVERSION TO A NONFILING ENTITY (a) A foreign corporation authorized to transact business in the commonwealth that converts into a form of domestic...
• Massachusetts General Laws - Transfer of authority - Chapter 156D, Section 15.23
  TRANSFER OF AUTHORITY (a) A foreign business corporation authorized to transact business in the commonwealth that converts into a foreign nonprofit corporation or into any...
• Massachusetts General Laws - Grounds for revocation - Chapter 156D, Section 15.30
  GROUNDS FOR REVOCATION The secretary of state may commence a proceeding under section 15.31 to revoke the authority of a foreign corporation to transact business...
• Massachusetts General Laws - Procedure for and effect of revocation - Chapter 156D, Section 15.31
  PROCEDURE FOR AND EFFECT OF REVOCATION (a) If the secretary of state determines that one or more grounds exist under section 14.20 for dissolving a...
• Massachusetts General Laws - Appeal from revocation - Chapter 156D, Section 15.32
  APPEAL FROM REVOCATION (a) A foreign corporation the authority to transact business in the commonwealth of which has been revoked under section 15.30 may apply...
• Massachusetts General Laws - Corporate records - Chapter 156D, Section 16.01
  CORPORATE RECORDS (a) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all...
• Massachusetts General Laws - Inspection of records by shareholders - Chapter 156D, Section 16.02
  INSPECTION OF RECORDS BY SHAREHOLDERS (a) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the office where...
• Massachusetts General Laws - Scope of inspection right - Chapter 156D, Section 16.03
  SCOPE OF INSPECTION RIGHT (a) A shareholder’s agent or attorney has the same inspection and copying rights as the shareholder represented. (b) The corporation may,...
• Massachusetts General Laws - Court-ordered inspection - Chapter 156D, Section 16.04
  COURT-ORDERED INSPECTION (a) If a corporation does not allow a shareholder who complies with section 16.02(a) to inspect and copy any records required by that...
• Massachusetts General Laws - Inspection of records by directors - Chapter 156D, Section 16.05
  INSPECTION OF RECORDS BY DIRECTORS (a) A director of a corporation is entitled to inspect and copy the books, records and documents of the corporation...
• Massachusetts General Laws - Exception to notice requirement; consequences of inability to deliver notice - Chapter 156D, Section 16.06
  EXCEPTION TO NOTICE REQUIREMENT; CONSEQUENCES OF INABILITY TO DELIVER NOTICE (a) Whenever notice is required to be given under any provision of this chapter to...
• Massachusetts General Laws - Financial statement for shareholders - Chapter 156D, Section 16.20
  FINANCIAL STATEMENTS FOR SHAREHOLDERS (a) A corporation shall furnish to its shareholders upon request annual financial statements, which may be consolidated or combined statements of...
• Massachusetts General Laws - By-law amendments - Chapter 156D, Section 16.21
  BY-LAW AMENDMENTS If the board of directors of a corporation makes, amends or repeals any bylaw, the corporation shall report in writing the substance of...
• Massachusetts General Laws - Annual report for secretary of state - Chapter 156D, Section 16.22
  ANNUAL REPORT FOR SECRETARY OF STATE (a) Each domestic corporation, and each foreign corporation authorized to transact business in the commonwealth, shall deliver to the...
• Massachusetts General Laws - Application to existing domestic corporations - Chapter 156D, Section 17.01
  APPLICATION TO EXISTING DOMESTIC CORPORATIONS Except so far as such application may be inconsistent with (i) provisions still in force of any special acts of...
• Massachusetts General Laws - Application to qualified foreign corporations - Chapter 156D, Section 17.02
  APPLICATION TO QUALIFIED FOREIGN CORPORATIONS A foreign corporation authorized to transact business in the commonwealth on the effective date of this chapter is subject to...
• Massachusetts General Laws - Saving provisions - Chapter 156D, Section 17.03
  SAVING PROVISIONS (a) Except as provided in subsection (b), the repeal of chapter 181 shall not affect: (1) the operation of said chapter 181 or...
• Massachusetts General Laws - Severability - Chapter 156D, Section 17.04
  SEVERABILITY If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the...

Last modified: September 11, 2015