General Laws of Massachusetts - Chapter 156E Benefit Corporations

• Massachusetts General Laws - Short title - Chapter 156E, Section 1
  This chapter shall be known and may be cited as the Massachusetts Benefit Corporation Act.
• Massachusetts General Laws - Definitions - Chapter 156E, Section 2
  As used in this chapter, the following words shall, unless the context otherwise requires, have the following meanings:— “Benefit corporation”, a corporation incorporated under chapter...
• Massachusetts General Laws - Compliance with chapters 156A and 156D; authority of this chapter over articles of organization, bylaws or shareholder agreement of benefit corporation - Chapter 156E, Section 3
  (a) Except as otherwise provided in this chapter, a benefit corporation doing business in the commonwealth shall comply with all applicable laws regarding corporations, including...
• Massachusetts General Laws - Organization of benefit corporation - Chapter 156E, Section 4
  A benefit corporation shall be organized under either chapter 156A or chapter 156D, as applicable, except that a benefit corporation’s articles of organization shall make...
• Massachusetts General Laws - Election by existing corporation to convert to benefit corporation - Chapter 156E, Section 5
  An existing corporation organized under chapter 156A or chapter 156D may elect to become a benefit corporation by amending its articles of organization to include...
• Massachusetts General Laws - Termination of status as benefit corporation - Chapter 156E, Section 6
  A benefit corporation may terminate its status as a benefit corporation and cease to be subject to this chapter by amending its articles of organization...
• Massachusetts General Laws - Prohibition against advertising as benefit corporation without full compliance with this chapter - Chapter 156E, Section 7
  A business corporation organized under the laws of the commonwealth shall not hold itself out as, advertise itself as, or indicate in any way that...
• Massachusetts General Laws - Creation for benefit corporation resulting from merger, share exchange or conversion - Chapter 156E, Section 8
  (a) An entity that is not a benefit corporation shall become a benefit corporation and shall be subject to this chapter if: (1) the entity...
• Massachusetts General Laws - General public benefit; specific public benefit - Chapter 156E, Section 9
  (a) In addition to its purposes under chapter 156D as a business corporation, a benefit corporation shall have the purpose of creating general public benefit....
• Massachusetts General Laws - Board of directors, committees and individual directors; consideration of best interests of corporation; non-liability for monetary damages - Chapter 156E, Section 10
  (a) In discharging the duties of their respective positions and in considering the best interests of the benefit corporation, the board of directors, committees of...
• Massachusetts General Laws - Benefit director; powers and duties; election and removal annual shareholder’s report; non-liability - Chapter 156E, Section 11
  (a) The board of directors of a benefit corporation shall include 1 director who shall: (1) be designated the benefit director; and (2) have, in...
• Massachusetts General Laws - Officers; consideration of interests and factors of Sec. 10, subsec. (a); non-liability for monetary damages - Chapter 156E, Section 12
  (a) Each officer of a benefit corporation shall consider the interests and factors described in clause (1) of subsection (a) of section 10 in the...
• Massachusetts General Laws - Benefit officer; powers and duties - Chapter 156E, Section 13
  (a) A benefit corporation may have an officer designated as the benefit officer. A benefit officer shall have: (1) the powers and duties relating to...
• Massachusetts General Laws - Benefit enforcement proceeding - Chapter 156E, Section 14
  (a)(1) The duties under this chapter and the general public benefit purpose and any specific public benefit purpose of a benefit corporation may be enforced...
• Massachusetts General Laws - Annual benefit report - Chapter 156E, Section 15
  (a) A benefit corporation shall prepare an annual benefit report, including all of the following information: (1) a narrative description of: (i) the ways in...
• Massachusetts General Laws - Timing of annual benefit report sent to shareholders; posting on website; copy to state secretary - Chapter 156E, Section 16
  (a) The annual benefit report shall be sent to each shareholder at the same time that the benefit corporation delivers any other annual report to...

Last modified: September 11, 2015