General Laws of Massachusetts (Last Updated: January 16, 2020) |
PART I ADMINISTRATION OF THE GOVERNMENT |
TITLE XXII. CORPORATIONS |
CHAPTER 156. BUSINESS CORPORATIONS |
SECTION 1. Definitions |
SECTION 2. Scope of chapter |
SECTION 3. Corporations not within application of chapter; adoption of chapter |
SECTION 4. Powers |
SECTION 5. Holding stock in other corporations; prohibitions |
SECTION 6. Agreement of association; contents |
SECTION 7. Corporations dealing with real estate; duration |
SECTION 8. First meeting; notice; service; waiver of notice |
SECTION 9. Organization; selection of temporary clerk; adoption of by-laws; election of officers |
SECTION 10. Oath to articles by directors; liability to stockholders |
SECTION 11. Approval by secretary of corporation documents; filing of articles |
SECTION 12. Certificate of incorporation |
SECTION 13. Scope of by-laws |
SECTION 14. Creation and issuance of shares |
SECTION 15. Consideration for capital stock; instalment payments |
SECTION 16. Issuance of unissued balance of authorized capital stock; approval; filing |
SECTION 17. Validation of issue not submitted for approval |
SECTION 18. Payment of subscriptions |
SECTION 19. Subscriptions in default; sale of rights to subscribe |
SECTION 20. Instalments in default; sale of rights to shares |
SECTION 21. Management of corporation |
SECTION 22. Election or appointment of officers; terms; qualifications |
SECTION 23. Manufacturing corporations; election of directors by employees |
SECTION 24. Certificate of changes; submission to secretary; filing; penalty |
SECTION 25. Board of directors; powers |
SECTION 26. Executive committee of board; duties |
SECTION 27. Meetings of board of directors |
SECTION 28. Stockholders meetings; time; place; notice; quorum; waiver of notice |
SECTION 29. Change in date of annual meeting |
SECTION 30. Special meetings |
SECTION 31. Corporate voting of own shares |
SECTION 32. Voting rights; proxies |
SECTION 33. Certificates; signatures; seal; limitations and preferences |
SECTION 34. Replacement of lost or destroyed certificates |
SECTION 35. Reduction of capital stock; services rendered by operatives; liability; disproportionate payments by a stockholder; contribution |
SECTION 36. Officers' liability |
SECTION 37. Directors' liability |
SECTION 38. Conditions to liability; enforcement of liability |
SECTION 39. Discontinuance of suit; non-joinder of persons liable; death of defendant |
SECTION 40. Apportionment of assessment |
SECTION 41. Increase or reduction of capital stock; changes of location; change of par value of capital stock; dissolution proceedings |
SECTION 41A. Change in number of shares without par value |
SECTION 41B. Change in number of shares with par value |
SECTION 41C. Change of shares without par value to par value shares |
SECTION 42. Change of structure; conveyance of property |
SECTION 43. Approval of amendments or alterations; fees |
SECTION 44. Increase in capital stock in accordance with Sec. 41 or 41C; content of articles |
SECTION 45. Reduction of capital stock in accordance with Sec. 41 or 41C; content of articles |
SECTION 46. Sale, lease or exchange of property and assets; remedy of dissenting stockholder |
SECTION 46A. Definitions; organizations authorized to merge; method; effect of merger |
SECTION 46B. Corporations authorized to consolidate; method |
SECTION 46C. Effect of consolidation |
SECTION 46D. Merger or consolidation with foreign corporation; method; liability of directors |
SECTION 46E. Consolidations; remedy of dissenting shareholders |
SECTION 46F. Certificates of merger or consolidation; issuance by state secretary |
SECTION 47. Annual report of condition; contents |
SECTION 48. Annual report of condition; approval; filing; public inspection |
SECTION 49. Repealed, 1977, 98, Sec. 3 |
SECTION 50. Failure to file report of condition; penalty |
SECTION 51. Appointment of receiver |
SECTION 52. Failure to file certificates or reports |
SECTION 53. Filing of articles of organization; fees |
SECTION 54. Certain certificates; determination of fees |
SECTION 55. Filing of other amendments, certificates, statements and reports; fees |