Certain Business Corporations

  1. Law
  2. Massachusetts General Laws
  3. Administration of the Government
  4. Corporations
  5. Certain Business Corporations

Checkout our iOS App for a better way to browser and research.

Section
1

Short Title

Section
2

Definitions; Corporation; Articles of Organization

Section
3

Application of Chapter

Section
4

Rights and Liabilities of Existing Corporations, Directors, Officers and Stockholders

Section
5

Adoption of Chapter by Certain Corporations Created by Special Act; Liability for Debts

Section
6

State Secretary; Duties

Section
6a

Correction of Inaccurate Corporate Records; Filing

Section
7

Change of Law; Effect

Section
8

Voting by Stockholders; Effect of Articles of Organization or By-Laws

Section
9

Corporate Powers; Exceptions

Section
9a

Partnership

Section
9b

Contracts of Guarantee and Suretyship

Section
10

Unauthorized Exercise of Franchise or Privilege or Transaction of Business; Injunction

Section
11

Name

Section
12

First Meeting; By-Laws; Officers; Consent to Action; Articles of Organization

Section
13

Articles of Organization; Contents

Section
14

Change of Principal Office

Section
15

Limitation on Stock Holdings in Certain Other Corporations

Section
16

Scope of By-Laws

Section
17

Power to Make, Amend and Repeal By-Laws

Section
18

Consideration for Issuance of Stock

Section
19

Payment for Stock; Cash or Instalments; Record; Transfer

Section
20

Pre-Emptive Rights

Section
21

Unissued Shares; Authority to Issue; Consideration

Section
21a

Reacquired Shares; Restoration to Unissued Share Status

Section
22

Terms of Payment; Demand; Notice of Payment Due

Section
23

Stockholders' Liability for Issued Stock

Section
24

Default of Subscriber; Sale; Deficiency or Surplus; Action; Forfeiture

Section
25

Default in Instalment Payments; Sale; Surplus or Deficiency; Action; Forfeiture; Dividends on Forfeited Shares

Section
26

Division of Class of Stock Into Series; Variations; Reissue of Restored Shares; Filing of Certificate

Section
27

Certificates for Shares Held

Section
28

Fractional Shares; Scrip; Dividends and Voting Rights; Exchange or Sale

Section
29

Replacement of Certificates

Section
30

Certificate for Stock Transferred as Collateral Security

Section
31

Unclaimed Dividends; Publication

Section
32

Location of Records; Stock and Transfer Records, Evidence, Exhibition or Refusal, Court Order

Section
32a

Restrictions on Exercise, Transfer, Receipt or Holding of Rights or Options Issued by Corporations

Section
33

Annual Stockholders' Meeting

Section
34

Special Stockholders' Meeting

Section
35

Place of Stockholders' Meetings

Section
36

Notice of Stockholders' Meeting

Section
37

Waiver of Notice

Section
38

Repealed, 1986, 186, Sec. 7

Section
38a

Filing of Certificate

Section
39

Quorum

Section
40

Voting by Corporation

Section
41

Stockholders' Voting Rights; Proxy Regulations

Section
41a

Agreements for Voting Shares

Section
42

Record Date; Closing Transfer Books

Section
43

Consent in Lieu of Stockholders' Meeting; Effect

Section
44

Exercise of Stockholders' Rights by Incorporators Prior to Stock Issuance

Section
45

Stockholders' Liability on Distribution Causing Insolvency

Section
46

Stockholder's Action; Qualifications of Plaintiff

Section
47

Directors; Number; Election; Qualifications

Section
48

Election or Appointment of Officers; Qualifications; Bonds; Records of Proceedings

Section
49

Resident Agent

Section
50

Term of Officers and Directors; Contingent Term; Vacancy

Section
50a

Directors; Staggered Terms; Election for Exemption; Vacancies

Section
51

Removal of Officers and Directors

Section
52

Filling Vacancies

Section
53

Certificate of Change in Officers or Directors; Forfeiture for Failure to File

Section
54

Powers of Directors

Section
55

Committees; Delegation of Powers

Section
56

Meetings of Directors; Necessity of Notice

Section
57

Quorum at Directors' Meeting

Section
58

Notice of Directors' Meeting

Section
59

Consent in Lieu of Directors' Meeting; Effect; Telephone Conference Meetings

Section
60

Improper Stock Issue; Liability of Directors

Section
61

Unauthorized Distributions; Liability of Directors

Section
62

Loans to Insiders; Liability of Officers and Directors

Section
63

False Statement or Report; Liability of Officers

Section
64

False Articles; Liability of Officers and Incorporators

Section
65

Good Faith and Prudence as Defense

Section
66

Contribution

Section
67

Indemnification of Officers and Directors

Section
68

False Statement or Report; Domestic; Punishment

Section
69

False Statement or Report; Other State or Country; Punishment

Section
70

Amendments Authorized by Majority Vote

Section
71

Amendment of Articles of Organization; Authorization by Corporation

Section
72

Articles of Amendment; Filing; Time Effective

Section
73

Amendment on Reorganization

Section
74

Restatement of Articles of Organization; Vote; Filing; Contents; Time Effective

Section
75

Mortgage or Disposal of Assets; Vote; Notice of Meeting

Section
76

Dissenting Stockholder; Right to Demand Payment for Stock

Section
77

Amendments Adversely Affecting Rights of Stockholder

Section
78

Consolidation or Merger of Corporations

Section
79

Consolidation or Merger With Foreign Corporation

Section
80

Effect of Consolidation or Merger; Rights of Creditors

Section
81

Surviving or New Corporation; Bond and Stock Issues to Complete Merger or Consolidation

Section
82

Merger of Subsidiary Into Parent Corporation

Section
83

Merger of Association or Trust Into Corporation

Section
83a

Domestic and Foreign Limited Liability Companies

Section
84

Certificate of Filing Articles of Consolidation or Merger

Section
85

Dissenting Stockholder; Right to Demand Payment for Stock; Exception

Section
86

Sections Applicable to Appraisal; Prerequisites

Section
87

Statement of Rights of Objecting Stockholders in Notice of Meeting; Form

Section
88

Notice of Effectiveness of Action Objected To

Section
89

Demand for Payment; Time for Payment

Section
90

Demand for Determination of Value; Bill in Equity; Venue

Section
91

Parties to Suit to Determine Value; Service

Section
92

Decree Determining Value and Ordering Payment; Valuation Date

Section
93

Reference to Special Master

Section
94

Notation on Stock Certificates of Pendency of Bill

Section
95

Costs; Interest

Section
96

Dividends and Voting Rights After Demand for Payment

Section
97

Status of Shares Paid For

Section
98

Exclusive Remedy; Exception

Section
99

Petition for Dissolution in Supreme Judicial Court; Cases

Section
100

Voluntary Dissolution; Manner

Section
101

Dissolution by State Secretary

Section
102

Continuation for Purposes of Litigation and Settlement of Affairs

Section
103

Petition for Distribution; Notice

Section
104

Receivership; Dissolved or Terminated Corporation; Jurisdiction; Application; Powers of Receiver

Section
105

Receivership; Corporation as Judgment Debtor; Powers of Receiver

Section
106

Duties of Receiver

Section
107

Dissolution; Return; Notice to Corporation

Section
108

Revival of Dissolved Corporation for General or Limited Purposes; Conditions; Effect

Section
109

Annual Report; Contents

Section
109a

Repealed, 1977, 98, Sec. 6

Section
110

Repealed, 1965, 685, Sec. 50

Section
111

Repealed, 1977, 98, Sec. 6

Section
112

Annual Report; Failure or Refusal to File; Penalties

Section
113

Action to Recover Penalties and Forfeitures; Venue; Injunction

Section
114

Filing Fees

Section
115

Conveyance of Land

Section
116

Certificate of Good Standing