General Laws of Massachusetts - Chapter 156 Business Corporations

• Massachusetts General Laws - Definitions - Chapter 156, Section 1
  In this chapter unless a contrary intention appears, “corporation” shall mean a corporation to which, under section two, this chapter applies, and “secretary” or “state...
• Massachusetts General Laws - Scope of chapter - Chapter 156, Section 2
  Except as expressly made applicable by reference in other chapters, this chapter shall not apply to corporations subject to chapter 156A, chapter 156B or chapter...
• Massachusetts General Laws - Corporations not within application of chapter; adoption of chapter - Chapter 156, Section 3
  Corporations which would otherwise be within the application of this chapter, as defined in section two, but which were created before March eleventh, eighteen hundred...
• Massachusetts General Laws - Powers - Chapter 156, Section 4
  In addition to the powers and privileges given by section six of chapter one hundred and fifty-five, every corporation shall have the following powers and...
• Massachusetts General Laws - Holding stock in other corporations; prohibitions - Chapter 156, Section 5
  No corporation, unless authorized by a special act still in force, shall purchase, acquire, take or hold, directly or indirectly, more than ten per cent...
• Massachusetts General Laws - Agreement of association; contents - Chapter 156, Section 6
  Three or more persons may associate themselves by written agreement of association with the intention of forming a corporation under general laws for any lawful...
• Massachusetts General Laws - Corporations dealing with real estate; duration - Chapter 156, Section 7
  The agreement of association of any corporation formed for the purpose of acquiring, holding, managing, improving, leasing, buying and selling real estate, except a corporation...
• Massachusetts General Laws - First meeting; notice; service; waiver of notice - Chapter 156, Section 8
  The first meeting of the incorporators shall be called by a notice signed by such subscriber to the agreement of association as may be designated...
• Massachusetts General Laws - Organization; selection of temporary clerk; adoption of by-laws; election of officers - Chapter 156, Section 9
  At the first meeting of a corporation organized under general law or created by special act, or at any adjournment thereof, the incorporators shall organize...
• Massachusetts General Laws - Oath to articles by directors; liability to stockholders - Chapter 156, Section 10
  A majority of the directors elected at such first meeting shall forthwith make, sign and make oath to articles setting forth: (a) A true copy...
• Massachusetts General Laws - Approval by secretary of corporation documents; filing of articles - Chapter 156, Section 11
  The articles of organization and the agreement of association shall be submitted to the secretary who shall examine them and who may require such amendment...
• Massachusetts General Laws - Certificate of incorporation - Chapter 156, Section 12
  Upon the approval and filing as above provided of the articles of organization of a corporation organized under general laws, the state secretary shall issue...
• Massachusetts General Laws - Scope of by-laws - Chapter 156, Section 13
  Every corporation may determine by its by-laws the time and place of holding and the manner of conducting its meetings, and, in accordance with sections...
• Massachusetts General Laws - Creation and issuance of shares - Chapter 156, Section 14
  Every corporation in its agreement of association, or in the case of a corporation created by special law, in its articles of organization, or in...
• Massachusetts General Laws - Consideration for capital stock; instalment payments - Chapter 156, Section 15
  Capital stock may be issued for cash, at not less than par, if the shares have par value, and may be issued for property, tangible...
• Massachusetts General Laws - Issuance of unissued balance of authorized capital stock; approval; filing - Chapter 156, Section 16
  The whole or any part of any unissued balance of the authorized capital stock may be issued, subsequent to the issue of stock certified by...
• Massachusetts General Laws - Validation of issue not submitted for approval - Chapter 156, Section 17
  An issue of stock subsequent to that certified by the articles of organization which is invalid solely for the reason that the certificate is not...
• Massachusetts General Laws - Payment of subscriptions - Chapter 156, Section 18
  In the case of capital stock authorized to be issued for cash, whether or not to be paid in full before issue, the directors may...
• Massachusetts General Laws - Subscriptions in default; sale of rights to subscribe - Chapter 156, Section 19
  If, under the articles of organization, capital stock issued for cash is to be paid for in full before it is issued, and the subscriber...
• Massachusetts General Laws - Instalments in default; sale of rights to shares - Chapter 156, Section 20
  If, under the articles of organization, capital stock is issued payable by instalments, and a stockholder refuses or neglects to pay an instalment for thirty...
• Massachusetts General Laws - Management of corporation - Chapter 156, Section 21
  The business of every corporation shall be managed and conducted by a president, a board of not less than three directors, a clerk, a treasurer...
• Massachusetts General Laws - Election or appointment of officers; terms; qualifications - Chapter 156, Section 22
  Except as otherwise provided in this and the following section, the directors, treasurer and clerk shall be elected annually by ballot, by such stockholders as...
• Massachusetts General Laws - Manufacturing corporations; election of directors by employees - Chapter 156, Section 23
  A manufacturing corporation may provide by by-law for the nomination and election by its employees of one or more of them as members of its...
• Massachusetts General Laws - Certificate of changes; submission to secretary; filing; penalty - Chapter 156, Section 24
  Whenever any change is made in the officers of a corporation, except at the annual meeting, the corporation shall forthwith submit to the secretary a...
• Massachusetts General Laws - Board of directors; powers - Chapter 156, Section 25
  The board of directors may exercise all the powers of the corporation, except such as are conferred by law, or by the by-laws of the...
• Massachusetts General Laws - Executive committee of board; duties - Chapter 156, Section 26
  A corporation may, by its by-laws, provide for an executive committee to be elected from and by its board of directors. To such committee may...
• Massachusetts General Laws - Meetings of board of directors - Chapter 156, Section 27
  Meetings of the board of directors may be held within or without the commonwealth. Any meeting of the board shall be a legal meeting without...
• Massachusetts General Laws - Stockholders meetings; time; place; notice; quorum; waiver of notice - Chapter 156, Section 28
  There shall be an annual meeting of the stockholders, and the time and place of holding it, and the manner of conducting it, shall be...
• Massachusetts General Laws - Change in date of annual meeting - Chapter 156, Section 29
  Whenever any change is made altering the date fixed in the by-laws for the annual meeting of a corporation, the corporation shall forthwith submit to...
• Massachusetts General Laws - Special meetings - Chapter 156, Section 30
  Special meetings of the stockholders may be called by the president or by a majority of the directors, and shall be called by the clerk,...
• Massachusetts General Laws - Corporate voting of own shares - Chapter 156, Section 31
  No corporation shall, directly or indirectly, vote upon any share of its own stock.
• Massachusetts General Laws - Voting rights; proxies - Chapter 156, Section 32
  Stockholders entitled to vote shall, except as provided in sections two and four of chapter one hundred and fifty-seven, have one vote for each share...
• Massachusetts General Laws - Certificates; signatures; seal; limitations and preferences - Chapter 156, Section 33
  Each stockholder shall be entitled to a certificate, in form conformable to section fifteen, which shall be signed by the president or a vice president...
• Massachusetts General Laws - Replacement of lost or destroyed certificates - Chapter 156, Section 34
  The directors of a corporation may, subject to section forty-two of chapter one hundred and fifty-five and to the by-laws of the corporation, determine the...
• Massachusetts General Laws - Reduction of capital stock; services rendered by operatives; liability; disproportionate payments by a stockholder; contribution - Chapter 156, Section 35
  The stockholders of a corporation which reduces its capital stock in violation of section forty-five shall be liable for the payment of the debts and...
• Massachusetts General Laws - Officers’ liability - Chapter 156, Section 36
  The president, treasurer and directors of every corporation shall be jointly and severally liable for all the debts and contracts of the corporation contracted or...
• Massachusetts General Laws - Directors’ liability - Chapter 156, Section 37
  The directors of every corporation shall be jointly and severally liable for the debts and contracts of the corporation in the following cases: First. For...
• Massachusetts General Laws - Conditions to liability; enforcement of liability - Chapter 156, Section 38
  A stockholder of a corporation shall be held liable for its debts and contracts under section thirty-five, and the president or treasurer, or a director...
• Massachusetts General Laws - Discontinuance of suit; non-joinder of persons liable; death of defendant - Chapter 156, Section 39
  Such suit shall not be discontinued by the plaintiff except by order of the court after notice to other creditors. It shall not abate by...
• Massachusetts General Laws - Apportionment of assessment - Chapter 156, Section 40
  Such sums as may be decreed to be paid by the stockholders in such suit shall be assessed upon them in the proportions fixed in...
• Massachusetts General Laws - Increase or reduction of capital stock; changes of location; change of par value of capital stock; dissolution proceedings - Chapter 156, Section 41
  Every corporation may, at a meeting duly called for the purpose, by the vote of a majority of all its stock, or, if two or...
• Massachusetts General Laws - Change in number of shares without par value - Chapter 156, Section 41A
  Any corporation having authorized shares without par value may, without increasing its capital, at a meeting duly called for the purpose, by vote of a...
• Massachusetts General Laws - Change in number of shares with par value - Chapter 156, Section 41B
  Any corporation having authorized shares with par value may, at a meeting duly called for the purpose, by the vote of a majority of all...
• Massachusetts General Laws - Change of shares without par value to par value shares - Chapter 156, Section 41C
  Any corporation having authorized shares without par value may, at a meeting duly called for the purpose, by the vote of a majority of all...
• Massachusetts General Laws - Change of structure; conveyance of property - Chapter 156, Section 42
  Every corporation may, at a meeting duly called for the purpose, by vote of two thirds of each class of stock outstanding and entitled to...
• Massachusetts General Laws - Approval of amendments or alterations; fees - Chapter 156, Section 43
  Within thirty days after any meeting at which any amendment or alteration of the agreement of association or articles of organization has been adopted, articles...
• Massachusetts General Laws - Increase in capital stock in accordance with Sec. 41 or 41C; content of articles - Chapter 156, Section 44
  If an increase in the total amount of the capital stock of any corporation shall have been authorized by vote of its stockholders in accordance...
• Massachusetts General Laws - Reduction of capital stock in accordance with Sec. 41 or 41C; content of articles - Chapter 156, Section 45
  If a reduction of the capital stock of any corporation shall have been authorized by its stockholders in accordance with section forty-one, or if a...
• Massachusetts General Laws - Sale, lease or exchange of property and assets; remedy of dissenting stockholder - Chapter 156, Section 46
  A stockholder in any corporation which shall have duly voted to sell, lease or exchange all its property and assets or to change the nature...
• Massachusetts General Laws - Definitions; organizations authorized to merge; method; effect of merger - Chapter 156, Section 46A
  (1) The following words as used in this section shall have the following meanings:—“Association”, a voluntary association under a written instrument or declaration of trust,...
• Massachusetts General Laws - Corporations authorized to consolidate; method - Chapter 156, Section 46B
  Two or more corporations may be consolidated into one corporation, which may be a new corporation or one of the constituent corporations, by the filing...
• Massachusetts General Laws - Effect of consolidation - Chapter 156, Section 46C
  Upon the filing of the articles of consolidation with the state secretary, all of the estate, property, rights, privileges, powers and franchises of the constituent...
• Massachusetts General Laws - Merger or consolidation with foreign corporation; method; liability of directors - Chapter 156, Section 46D
  A corporation may be consolidated or merged with a business corporation organized under the laws of any other state, if the laws of such other...
• Massachusetts General Laws - Consolidations; remedy of dissenting shareholders - Chapter 156, Section 46E
  A stockholder in any corporation which shall have duly voted to consolidate with another corporation in accordance with section forty-six B or forty-six D, who,...
• Massachusetts General Laws - Certificates of merger or consolidation; issuance by state secretary - Chapter 156, Section 46F
  Upon payment of a fee to be determined annually by the commissioner of administration under the provision of section three B of chapter seven, the...
• Massachusetts General Laws - Annual report of condition; contents - Chapter 156, Section 47
  Every corporation shall annually, within four months after the close of its fiscal year but not before the date fixed in its by-laws for its...
• Massachusetts General Laws - Annual report of condition; approval; filing; public inspection - Chapter 156, Section 48
  The secretary shall examine such report, and if he finds that it conforms to the requirements of section forty-seven shall endorse his approval thereon; and...
• Massachusetts General Laws - Repealed, 1977, 98, Sec. 3 - Chapter 156, Section 49
  Repealed, 1977, 98, Sec.
• Massachusetts General Laws - Failure to file report of condition; penalty - Chapter 156, Section 50
  If a corporation fails to file its report of condition within the time required by law, the secretary shall give notice by mail, postage prepaid,...
• Massachusetts General Laws - Appointment of receiver - Chapter 156, Section 51
  Under the circumstances set forth in section fifty-two of chapter one hundred and fifty-five, or if a judgment has been recovered against a corporation, and...
• Massachusetts General Laws - Failure to file certificates or reports - Chapter 156, Section 52
  Penalties or forfeitures incurred by any corporation which omits to cause to be duly filed any certificate or report required by section twenty-four, twenty-nine or...
• Massachusetts General Laws - Filing of articles of organization; fees - Chapter 156, Section 53
  The fee for filing the articles of organization required by section 10, including the issuing by the state secretary of the certificates of incorporation, shall...
• Massachusetts General Laws - Certain certificates; determination of fees - Chapter 156, Section 54
  The fees for filing the following certificates shall be determined annually by the commissioner of administration under the provision of section three B of chapter...
• Massachusetts General Laws - Filing of other amendments, certificates, statements and reports; fees - Chapter 156, Section 55
  The fees for filing all other amendments, certificates, statements or reports required by law of corporations shall be determined annually by the commissioner of administration...

Last modified: September 11, 2015