General Laws of Massachusetts - Chapter 158 Certain Miscellaneous Corporations

• Massachusetts General Laws - Application of chapter; secretary defined - Chapter 158, Section 1
  The provisions of this chapter, unless expressly limited in their application, and except so far as they are inconsistent with other provisions of law relative...
• Massachusetts General Laws - Formation - Chapter 158, Section 2
  Any persons, to the number hereinafter provided, who associate themselves by a written agreement hereinafter described with the intention of forming a corporation for any...
• Massachusetts General Laws - Corporations formed to furnish steam, hot water, or hydrostatic or pneumatic pressure - Chapter 158, Section 3
  For the purpose of generating and furnishing steam or hot water for heating, cooking and mechanical power, or for the purpose of generating and furnishing...
• Massachusetts General Laws - Number of incorporators; capital - Chapter 158, Section 4
  For the purpose of carrying on any other lawful business for which corporations may be formed under this chapter, three or more persons may associate...
• Massachusetts General Laws - Contents of agreement of association - Chapter 158, Section 5
  The agreement of association shall state that the subscribers thereto associate themselves with the intention of forming a corporation, the corporate name assumed, the purpose...
• Massachusetts General Laws - First meeting - Chapter 158, Section 6
  The first meeting shall be called and record made as provided in section eight of chapter one hundred and fifty-six.
• Massachusetts General Laws - Subscribers to hold franchise; distribution of shares - Chapter 158, Section 7
  The subscribers to the agreement of association shall hold the franchise until the organization has been completed; and, unless it is otherwise provided in such...
• Massachusetts General Laws - Organization - Chapter 158, Section 8
  At such first meeting, or at any adjournment thereof, the incorporators shall organize as provided in section nine of chapter one hundred and fifty-six.
• Massachusetts General Laws - Submission of details of organization to secretary; approval; certificate - Chapter 158, Section 9
  The president, treasurer and a majority of the directors shall forthwith make, sign and swear to a certificate setting forth a true copy of the...
• Massachusetts General Laws - Business powers of corporation - Chapter 158, Section 10
  A corporation may in its corporate name purchase, hold and convey real and personal property necessary for the purposes of its organization; may carry on...
• Massachusetts General Laws - Alteration, addition to or change of business - Chapter 158, Section 11
  A corporation may, by a vote of all its stockholders at a meeting duly called for the purpose, alter, add to or change the business...
• Massachusetts General Laws - Digging up or opening streets or highways; qualified corporations - Chapter 158, Section 12
  Corporations organized for the purpose of transporting the United States mail, merchandise and other articles by means of pneumatic pressure or power, corporations engaged in...
• Massachusetts General Laws - Highway defects caused by corporation; liability - Chapter 158, Section 13
  If a person who is injured in his person or property by a defect in a highway which is caused by the operations of a...
• Massachusetts General Laws - Pipes or conductors in street; regulation by municipality - Chapter 158, Section 14
  The aldermen of a city or the selectmen of a town in which pipes or conductors of such company or corporation are sunk may regulate,...
• Massachusetts General Laws - Corporations for introduction and propagation of herrings and alewives; local permit - Chapter 158, Section 15
  A corporation which is organized for the purpose of opening outlets, canals, sluiceways or ditches for the introduction and propagation of herrings and alewives, before...
• Massachusetts General Laws - Water, gas, power and wire communication corporations; interest upon advance payments by customers - Chapter 158, Section 16
  If a corporation which has a franchise in and the use of the public streets of a town for the supply and distribution of gas,...
• Massachusetts General Laws - Safe deposit boxes; definitions; insurance notice; overdue rentals; affidavit - Chapter 158, Section 17
  As herein used, “bank” shall mean any bank as defined in section one of chapter one hundred and sixty-seven, any national banking association doing business...
• Massachusetts General Laws - Management by officers; selection of president - Chapter 158, Section 18
  The business of every corporation shall be managed and conducted by a president, a board of not less than three directors, a clerk, treasurer and...
• Massachusetts General Laws - Selection of directors, clerk, treasurer and other agents and officers; term - Chapter 158, Section 19
  The directors, clerk and treasurer shall be chosen annually by the stockholders by ballot, and shall hold office for one year and until others are...
• Massachusetts General Laws - Clerk’s duties; treasurer’s bond - Chapter 158, Section 20
  The clerk shall be sworn, shall record all votes in a book to be kept for that purpose and shall perform all other duties assigned...
• Massachusetts General Laws - Entitlement to stock certificates - Chapter 158, Section 21
  Every stockholder shall be entitled to a certificate of his stock, sealed with the seal of the corporation and signed by its treasurer or assistant...
• Massachusetts General Laws - Lost certificates - Chapter 158, Section 22
  In case of the loss of a certificate, a duplicate certificate may be issued upon such reasonable terms as the directors shall prescribe.
• Massachusetts General Laws - Special charter corporations; fixing and limiting of capital stock - Chapter 158, Section 23
  The amount of the capital stock of every corporation established by special charter shall, at the first meeting of the corporation, unless the charter otherwise...
• Massachusetts General Laws - Increase or reduction of capital stock - Chapter 158, Section 24
  Every corporation, unless otherwise expressly provided, at a meeting called for the purpose, may increase or reduce the amount of its capital stock and the...
• Massachusetts General Laws - Special stock - Chapter 158, Section 25
  A corporation may, by a vote of three fourths of its general stockholders at a meeting duly called for the purpose, issue special stock, the...
• Massachusetts General Laws - Employees’ stock; issuance - Chapter 158, Section 26
  A corporation may, by a vote of its general stockholders at a meeting called for the purpose, issue employees’ stock to be held only by...
• Massachusetts General Laws - Employees’ stock; dividends - Chapter 158, Section 27
  If a dividend is paid by a corporation to its stockholders, the holders of employees’ stock shall receive upon each share which has been paid...
• Massachusetts General Laws - Employees’ stock; transfer; redemption; limitation upon number of shares - Chapter 158, Section 28
  The shares of employees’ stock shall not be sold or transferred except to an employee of such corporation or to the corporation itself. A corporation...
• Massachusetts General Laws - Assessment upon shares - Chapter 158, Section 29
  Every corporation may, from time to time at a legal meeting called for the purpose, assess upon each share such amount of money as it...
• Massachusetts General Laws - Failure to pay assessment; sale of shares - Chapter 158, Section 30
  If the stockholder neglects to pay an amount duly assessed on his shares for thirty days after the time appointed for payment, the treasurer of...
• Massachusetts General Laws - Notice of sale; transfer of shares sold - Chapter 158, Section 31
  The treasurer shall give notice of the time and place appointed for such sale, and of the amount due on each share, by advertising the...
• Massachusetts General Laws - Commencement of business; payment of capital stock - Chapter 158, Section 32
  A corporation shall not begin business until the whole amount of its capital stock has been paid in and a certificate of that fact, and...
• Massachusetts General Laws - Payment for capital stock - Chapter 158, Section 33
  The capital stock, except as provided in this section, shall be paid in in cash. The conveyance to the corporation of real or personal property...
• Massachusetts General Laws - Proxies - Chapter 158, Section 34
  Absent stockholders may vote at all meetings by proxy, authorized in writing, which shall be executed and dated within six months previous to the meeting...
• Massachusetts General Laws - Quorum - Chapter 158, Section 35
  Every corporation may determine by its by-laws what number of stockholders shall attend, either in person or by proxy, or what number of shares or...
• Massachusetts General Laws - Correction of defective proceedings; procedure - Chapter 158, Section 36
  If doubts arise as to the legality of the organization of any corporation created by special charter for a purpose mentioned in this chapter, which...
• Massachusetts General Laws - Annual certificate of condition - Chapter 158, Section 37
  Every corporation shall annually file in the office of the state secretary, within thirty days after the date fixed in its by-laws for its annual...
• Massachusetts General Laws - Failure to file annual certificate; dissolution - Chapter 158, Section 38
  If a corporation fails for two successive years to file such annual certificate, the supreme judicial court, upon application by the secretary, after notice and...
• Massachusetts General Laws - Certificate of increase of capital stock; filing - Chapter 158, Section 39
  A corporation shall, upon an increase of its capital stock, within thirty days after the payment or collection of the last instalment thereof, file a...
• Massachusetts General Laws - Certificate of reduction of capital stock; filing - Chapter 158, Section 40
  A corporation shall, within thirty days after a reduction of its capital stock is voted, file in the office of the state secretary and also,...
• Massachusetts General Laws - Submission of certificate to secretary; approval; filing; fee - Chapter 158, Section 41
  The certificate or copy which is required by section eleven, fifteen, thirty-two, thirty-seven, thirty-nine or forty to be filed shall, before filing, be submitted to...
• Massachusetts General Laws - Penalties for omitting to file certificates - Chapter 158, Section 42
  A corporation which omits to file any certificate or copy which is required by section thirty-seven, thirty-nine or forty shall forfeit two hundred dollars, to...
• Massachusetts General Laws - Filing fees - Chapter 158, Section 43
  The fees for filing certificates and copies of votes required to be filed with the state secretary shall be determined annually by the commissioner of...
• Massachusetts General Laws - Officers; liability for debts and contracts - Chapter 158, Section 44
  The officers of a corporation shall be jointly and severally liable for its debts and contracts in the following cases, and not otherwise: The president...
• Massachusetts General Laws - Members or stockholders; liability for debts and contracts - Chapter 158, Section 45
  The members or stockholders in any corporation shall be jointly and severally liable for its debts or contracts in the following cases, and not otherwise:...
• Massachusetts General Laws - Conditions to liability - Chapter 158, Section 46
  A stockholder or officer in a corporation shall not be held liable for its debts or contracts unless a judgment has been recovered against it...
• Massachusetts General Laws - Right of judgment creditor to officer and shareholder list - Chapter 158, Section 47
  The clerk or other officer who has charge of the records of a corporation against which judgment has been so recovered and execution so issued...
• Massachusetts General Laws - Refusal to give list; false list; penalty - Chapter 158, Section 48
  If an officer unreasonably refuses to give the certified list mentioned in the preceding section or wilfully gives a false list, he shall be liable...
• Massachusetts General Laws - Bill in equity against officers and stockholders - Chapter 158, Section 49
  After the execution has been returned unsatisfied, any creditor may file a bill in equity, in behalf of himself and all other creditors of the...
• Massachusetts General Laws - Proportionate assessment of shareholders - Chapter 158, Section 50
  Such sums as may be decreed to be paid by the stockholders in such suit in equity shall be assessed upon them in proportion to...
• Massachusetts General Laws - Death of a defendant - Chapter 158, Section 51
  If a defendant dies during the pendency of such a suit in equity, it shall not abate thereby; but his estate in the hands of...
• Massachusetts General Laws - Dismissal; notice - Chapter 158, Section 52
  Such suit in equity shall not be dismissed by the plaintiff without an order of court and such notice to other creditors as the court...
• Massachusetts General Laws - Non-joinder of parties; abatement - Chapter 158, Section 53
  No such suit in equity shall be abated by reason of the non-joinder of persons liable as defendants unless the plaintiff, after being notified by...
• Massachusetts General Laws - Defense by officer or stockholder of action against corporation - Chapter 158, Section 54
  If, in an action against a corporation, it appears to the court that one of the objects of the action is to obtain a judgment...

Last modified: September 11, 2015