CERTAIN MISCELLANEOUS CORPORATIONS

M.G.L. pt. Part I, tit. Title XXII, ch. c. 158

in effect

M.G.L. c. 158, § 1 Application of chapter; secretary defined

c. 158, § 1. Application of chapter; secretary defined 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 to particular corporations or classes of corporations, or with the provisions of special laws, shall apply to corporations heretofore or hereafter organized under general or special laws of the commonwealth for the purpose of carrying on the business of a safe deposit company and to corporations heretofore or hereafter organized under general or special laws of the commonwealth for the purpose of carrying on within the commonwealth the business of transmitting intelligence by electricity or of a heat or canal or aqueduct company, and to any other corporations, except railroad, street railway, electric railroad or trolleymotor or power, gas, electric or water companies, which now have or may hereafter have the right to take land within the commonwealth by eminent domain, or to exercise franchises in public ways granted by the commonwealth or by any county, city or town. In this chapter, unless the context otherwise requires, ''secretary'' or ''state secretary'' means the secretary of the commonwealth.

M.G.L. c. 158, § 2 Formation

c. 158, § 2. Formation 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 purpose permitted under section one, upon complying with section nine, shall be and remain a corporation.

M.G.L. c. 158, § 3 Corporations formed to furnish steam, hot water, or hydrostatic or pneumatic pressure

c. 158, § 3. Corporations formed to furnish steam, hot water, or hydrostatic or pneumatic pressure 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 hydrostatic or pneumatic pressure for mechanical power, in any town, or for any two or more of said purposes, ten or more persons may associate themselves, with a capital of not less than one thousand nor more than five hundred thousand dollars.

M.G.L. c. 158, § 4 Number of incorporators; capital

c. 158, § 4. Number of incorporators; capital 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 themselves, with a capital of not less than one thousand dollars. The capital of such companies other than gas and electric companies shall not exceed one million dollars.

M.G.L. c. 158, § 5 Contents of agreement of association

c. 158, § 5. Contents of agreement of association 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 for which it is formed, the town, which shall be in this commonwealth, where it is established or located, the amount of its capital stock and the par value and number of its shares.

M.G.L. c. 158, § 6 First meeting

c. 158, § 6. First meeting Section 6. The first meeting shall be called and record made as provided in section eight of chapter one hundred and fifty-six.

M.G.L. c. 158, § 7 Subscribers to hold franchise; distribution of shares

c. 158, § 7. Subscribers to hold franchise; distribution of shares 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 agreement, each subscriber who elects to take such shares at the first meeting may take such proportion of the shares of the capital stock as the number of subscribers to the agreement bears to the whole number of shares, or any part of such proportion, upon paying the assessments thereon as called for by the corporation. All shares not so taken shall be disposed of as the corporation determines.

M.G.L. c. 158, § 8 Organization

c. 158, § 8. Organization 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.

M.G.L. c. 158, § 9 Submission of details of organization to secretary; approval; certificate

c. 158, § 9. Submission of details of organization to secretary; approval; certificate 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 agreement of association with the names of the subscribers thereto, the date of the first meeting and the successive adjournments thereof, if any, and shall submit such certificate and also the records of the corporation to the secretary, who shall examine the same, and who may require such other evidence as he may judge necessary. If it appears that the requirements of the preceding sections, and of sections five and six of chapter one hundred and sixty-four in the case of gas and electric companies, preliminary to the establishment of the corporation have been complied with, the secretary shall so certify and approve the certificate by his endorsement thereon. Such certificate shall thereupon be filed by said officers in the office of the state secretary, who, upon payment of the fee hereinafter provided, shall issue a certificate in the following form:— THE COMMONWEALTH OF MASSACHUSETTS. Be it known that whereas (the names of the subscribers to the agreement of association) have associated themselves with the intention of forming a corporation under the name of (the name of the corporation), for the purpose (the purpose declared in the agreement of association), with a capital of (the amount of capital fixed in the agreement of association), and have complied with the provisions of the statutes of this commonwealth in such case made and provided, as appears from the certificate of the president, treasurer and directors of said corporation, duly approved by the state secretary and recorded in this office: Now, therefore, I, (the name of the secretary), secretary of the commonwealth of Massachusetts, do hereby certify that said (the names of the subscribers to the agreement of association), their associates and successors, are legally organized and established as, and are hereby made, an existing corporation under the name of (name of the corporation), with the powers, rights and privileges, and subject to the limitations, duties and restrictions, which by law appertain thereto. Witness my official signature hereunto subscribed, and the great seal of the commonwealth of Massachusetts hereunto affixed, this day of in the year (the date of execution of the certificate). The state secretary shall sign the same and cause the great seal of the commonwealth to be thereto affixed, and such certificate shall have the force and effect of a special charter and shall be conclusive evidence of the existence of such corporation. He shall also cause a record of such certificate to be made, and a certified copy of such record may be given in evidence with like effect as the original certificate.

M.G.L. c. 158, § 10 Business powers of corporation

c. 158, § 10. Business powers of corporation 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 its business, or so much thereof as is convenient, beyond the limits of this commonwealth, and may there purchase and hold real or personal property necessary for conducting its business; but it shall not direct its operations or appropriate its funds to any other purpose than that specified in its agreement of association or its charter, as the case may be, except as provided in the following section and in sections twenty-two and twenty-three of chapter one hundred and sixty-four. No conveyance or mortgage of its real property, or lease thereof for more than one year, shall be made unless authorized by a vote of the stockholders at a meeting called for the purpose.

M.G.L. c. 158, § 11 Alteration, addition to or change of business

c. 158, § 11. Alteration, addition to or change of business 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 for the transaction of which it was incorporated, but it shall not engage in any business which is not authorized by law. A certificate setting forth such alteration, addition or change, signed and sworn to by the president, treasurer and a majority of the directors, shall be filed in the office of the state secretary.

M.G.L. c. 158, § 12 Digging up or opening streets or highways; qualified corporations

c. 158, § 12. Digging up or opening streets or highways; qualified corporations 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 or organized for the purpose of manufacturing, buying, selling, distributing or dealing in artificial cold and refrigerating and cooling materials and corporations organized for any of the purposes mentioned in section three, may, with the written consent of the aldermen of a city or the selectmen of a town, dig up and open the ground in any of the streets, lanes and highways thereof, so far as is necessary to accomplish the objects of the corporation; but such consent shall not affect the right or remedy to recover damages for an injury caused to persons or property by the acts of such corporations. They shall put all such streets, lanes and highways into as good repair as they were in when opened; and upon failure so to do within a reasonable time shall be guilty of a nuisance.

M.G.L. c. 158, § 13 Highway defects caused by corporation; liability

c. 158, § 13. Highway defects caused by corporation; liability 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 company or corporation described in the preceding section in laying down or repairing its pipes or otherwise obstructing such way recovers damages therefor of the town wherein such injury is received, such town shall, if such company or corporation is liable for said damages and has reasonable notice to appear and defend the original action, be entitled to recover of such company or corporation the damages so recovered from it with the taxable costs of both parties in such action.

M.G.L. c. 158, § 14 Pipes or conductors in street; regulation by municipality

c. 158, § 14. Pipes or conductors in street; regulation by municipality 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, restrict and control all acts and doings of such company or corporation which may in any manner affect the health, safety, convenience or property of the inhabitants of such city or town.

M.G.L. c. 158, § 15 Corporations for introduction and propagation of herrings and alewives; local permit

c. 158, § 15. Corporations for introduction and propagation of herrings and alewives; local permit 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 making any purchase of real estate or doing any acts in pursuance of its organization, shall obtain the written authority of the aldermen of the city or the selectmen of the town within which its works are to be located, and, within thirty days after obtaining such authority, shall file a copy thereof, certified by the city or town clerk, in the office of the state secretary. Such corporations shall be organized under and governed by chapter one hundred and fifty-six so far as applicable.

M.G.L. c. 158, § 16 Water, gas, power and wire communication corporations; interest upon advance payments by customers

c. 158, § 16. Water, gas, power and wire communication corporations; interest upon advance payments by customers 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, water, electric light or power, or for the maintenance of communication by wire or otherwise, holds for a longer period than six months money which is collected in advance from its customers to guarantee it against loss of charges or tolls, it shall pay annually upon said guaranty fund interest, at a rate fixed from time to time by the department of public utilities or the department of telecommunications and cable, to the depositors thereof which shall be applied to the payment of charges and tolls by said depositors. The annual return required of such corporations by section thirty-seven shall include a true statement of all money, and of the value of any collateral, so held as a guaranty for the payment of charges or tolls, specifying the amount so deposited by the inhabitants of each town. If such corporation fails or neglects to make such return or fails, neglects or refuses to pay such interest it shall be punished by a fine of not less than one hundred nor more than five hundred dollars.

M.G.L. c. 158, § 17 Safe deposit boxes; definitions; insurance notice; overdue rentals; affidavit

c. 158, § 17. Safe deposit boxes; definitions; insurance notice; overdue rentals; affidavit 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 in the commonwealth and any domestic corporation organized under general or special laws of the commonwealth for the purpose of carrying on the business of a safe deposit company; ''safe deposit box'' shall mean a box or safe in the vaults of any bank; ''lessee'' shall mean the person or persons in whose name or names a safe deposit box stands on the books of a bank; and ''rent'' shall mean the amount due to a bank for the rental or use of a safe deposit box. Any bank which leases a safe deposit box for rent shall advise the lessee in writing that insurance coverage for the contents of such safe deposit box is not provided by such bank, but that the lessee may, at his own expense, insure said contents with an insurance company of his own selection. The commissioner of banks shall establish such rules and regulations as he deems necessary to carry out the purposes of this paragraph. If the rent for a safe deposit box in a bank has not been paid for one year after being due, the bank may mail, postpaid, to the lessee at his address shown on the books of said bank, a notice stating that if the rent for such safe deposit box is not paid within sixty days from the date of such notice, the bank may cause such safe deposit box to be opened and the contents disposed of in accordance with the terms of this section. Upon the expiration of sixty days from the date of such notice, if the lessee has failed to pay the rent for such safe deposit box in full to the date of such notice, all rights of the lessee in the safe deposit box and of access thereto shall cease, and such bank may, at any time thereafter in the presence of one of its officers and of a notary public not in the general employ of such bank, cause such safe deposit box to be opened, and such notary public shall remove the contents thereof, list the same and seal such contents in a package, marking thereon the name of the lessee and his address as shown on the books of the bank. An affidavit setting forth the facts concerning the entry, listing the contents of the safe deposit box and signed by the bank officer and the notary public shall be retained by the bank. Such affidavit shall be prima facie evidence of the facts therein set forth in all proceedings at law and equity wherein evidence of such facts would be competent. The package containing the contents of any safe deposit box opened as aforesaid shall be retained on special deposit by the bank, subject to payment of rent due for such safe deposit box, all expenses incurred in connection with opening said safe deposit box and charges for safekeeping of such package. If such package remains unclaimed for seven years and the amounts due as above provided remain unpaid the bank may mail, postpaid, to the person or persons to whom, and at the address at which, the notice provided for above was mailed, a notice stating that if such amounts shall not be paid within sixty days from the date of such notice, the bank will turn over the contents less the rental charges to the state treasurer as unclaimed and abandoned property, to be held by him subject to the provisions of chapter two hundred A. The bank may sell, assign or deliver so much of the contents of such package, at either public or private sale, as will enable it to realize such amount as will compensate for said charges. The affidavit required by this section may be in the following form:— COMMONWEALTH OF MASSACHUSETTS County of We, . . . . . . . . . . . . . . an authorized official of . . . . . . . . . . . . . . and . . . . . . . . . . . . . . a notary public not in the general employ of said bank, hereby certify that on the . . . . . . day . . . . . . . . (insert year), we were present and witnessed the forcible opening of Safe No. . . . . . . leased in the name of . . . . . . . . . . . . . . in the vaults of the . . . . . . . . . . . . . . office of said bank; that the contents of said safe were removed, examined, listed and then enclosed in a package and sealed in our presence. We further certify that the following is a true and complete list of all the contents removed from said safe. (Allow space here for listing of contents.) ..... Signature of officer. Title. ..... Name of Bank. ..... Signature of notary public not in the general employ of said bank.

M.G.L. c. 158, § 18 Management by officers; selection of president

c. 158, § 18. Management by officers; selection of president 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 such other officers and agents as the corporation authorizes for that purpose. The directors shall choose one of their number as president.

M.G.L. c. 158, § 19 Selection of directors, clerk, treasurer and other agents and officers; term

c. 158, § 19. Selection of directors, clerk, treasurer and other agents and officers; term 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 chosen and qualified in their stead. The manner of choosing or appointing all other agents and officers, and of filling all vacancies, shall be prescribed by the by-laws.

M.G.L. c. 158, § 20 Clerk's duties; treasurer's bond

c. 158, § 20. Clerk's duties; treasurer's bond 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 to him. The treasurer shall give bond for the faithful performance of his duty in such sum and with such sureties as shall be required by the by-laws.

M.G.L. c. 158, § 21 Entitlement to stock certificates

c. 158, § 21. Entitlement to stock certificates 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 treasurer and such other officer as the by-laws may designate.

M.G.L. c. 158, § 22 Lost certificates

c. 158, § 22. Lost certificates 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.

M.G.L. c. 158, § 23 Special charter corporations; fixing and limiting of capital stock

c. 158, § 23. Special charter corporations; fixing and limiting of capital stock 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 provides, be fixed and limited by the corporation and divided into shares, of which a record shall be made by the clerk.

M.G.L. c. 158, § 24 Increase or reduction of capital stock

c. 158, § 24. Increase or reduction of capital stock 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 number of shares therein, within the amount limited by its charter, if a chartered corporation, and by the provisions of this chapter, if organized under general laws.

M.G.L. c. 158, § 25 Special stock

c. 158, § 25. Special stock 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 total amount of which outstanding at any time shall not exceed two fifths of the actual capital paid in on the general and special stock, and shall be subject to redemption at par after a fixed time which shall be expressed in the certificates. Holders of special stock shall be entitled to receive, and the corporation shall be bound to pay thereon, a fixed half yearly sum or dividend, which shall be expressed in the certificates, not exceeding four per cent, and they shall not be liable for the debts of the corporation beyond their stock.

M.G.L. c. 158, § 26 Employees' stock; issuance

c. 158, § 26. Employees' stock; issuance 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 the employees of such corporation. The par value of the shares of such employees' stock shall be ten dollars, and the purchasers thereof may pay for them in monthly instalments of one dollar upon each share. The total amount of such employees' stock outstanding at any time shall not exceed two fifths of the actual capital paid in on the general and employees' stock.

M.G.L. c. 158, § 27 Employees' stock; dividends

c. 158, § 27. Employees' stock; dividends 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 for in full in time to be entitled to a dividend, an amount which shall bear such proportion to the amount paid as a dividend upon each share of the general stock of such corporation as the par value of the shares of such employees' stock bears to the par value of the shares of such general stock.

M.G.L. c. 158, § 28 Employees' stock; transfer; redemption; limitation upon number of shares

c. 158, § 28. Employees' stock; transfer; redemption; limitation upon number of shares 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 which issues employees' stock may prescribe by its by-laws the number of shares which may be held by any one employee and the method of transfer and redemption of such stock as is held by any person after he ceases to be an employee of the corporation.

M.G.L. c. 158, § 29 Assessment upon shares

c. 158, § 29. Assessment upon shares 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 considers proper, not exceeding in the whole the par value thereof, unless the price is fixed as provided by section eighteen of chapter one hundred and sixty-four or section seven of chapter one hundred and sixty-six, and, in such case, not exceeding said price. Such assessment shall be paid to the treasurer at such times and by such instalments as the corporation directs.

M.G.L. c. 158, § 30 Failure to pay assessment; sale of shares

c. 158, § 30. Failure to pay assessment; sale of shares 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 the corporation may sell by public auction a sufficient number thereof to pay all assessments then due from him with necessary and incidental charges.

M.G.L. c. 158, § 31 Notice of sale; transfer of shares sold

c. 158, § 31. Notice of sale; transfer of shares sold 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 same three weeks successively before the sale in a newspaper, published in the county where the corporation is established; and an assignment of the shares so sold, made by the treasurer and acknowledged before a justice of the peace and recorded in the books of the corporation, shall transfer said shares to the purchaser, who shall be entitled to a certificate therefor.

M.G.L. c. 158, § 32 Commencement of business; payment of capital stock

c. 158, § 32. Commencement of business; payment of capital stock 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 of the manner in which the same has been paid in and, at the time of making the certificate, been invested or voted by the corporation to be invested, signed and sworn to by the president, treasurer and a majority of the directors, has been filed in the office of the state secretary.

M.G.L. c. 158, § 33 Payment for capital stock

c. 158, § 33. Payment for capital stock 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 at a fair valuation shall be a sufficient paying in of its capital stock to the extent of such value, if a statement, made, signed and sworn to by its president, treasurer and a majority of its directors, giving a description of such property and the value at which it has been taken in payment, in such detail as the secretary shall require or approve, and endorsed with his certificate that he is satisfied that said valuation is fair and reasonable, is filed with the state secretary. Such statement shall be included in the certificate of payment of capital required by the preceding section. No note or obligation given by a stockholder, whether secured by pledge or otherwise, shall be considered as payment of any part of the capital stock.

M.G.L. c. 158, § 34 Proxies

c. 158, § 34. Proxies 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 at which it is used.

M.G.L. c. 158, § 35 Quorum

c. 158, § 35. Quorum 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 amount of interest shall be represented at any meeting, to constitute a quorum. If the quorum is not so determined, a majority in interest of the stockholders shall constitute a quorum.

M.G.L. c. 158, § 36 Correction of defective proceedings; procedure

c. 158, § 36. Correction of defective proceedings; procedure 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 is in the exercise of its franchise, or as to the regularity or sufficiency of the proceedings of any such corporation, whether created by special charter or formed under general laws, in consequence of failure subsequent to the organization to comply with the directions or requirements of any statute, the stockholders, at a special meeting called for the purpose in the manner provided in section eight of chapter one hundred and fifty-six or by a justice of the peace upon the written request therefor of a majority of the acting directors, may by vote confirm such defective proceedings and all subsequent proceedings of the corporation dependent thereon. The clerk shall thereupon make a certificate on oath setting forth the particular matters especially causing the doubt, and a copy of the call of the meeting and of the vote of the stockholders, and the date of holding the meeting, which he shall present to the secretary who shall examine the same, and, if he finds that this section has been complied with, shall so certify by endorsement thereon. Upon filing the certificate so endorsed in the office of the state secretary, such proceedings shall be taken to be legal and valid as fully as if the requirements of the statutes had been complied with.

M.G.L. c. 158, § 37 Annual certificate of condition

c. 158, § 37. Annual certificate of condition 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 meeting, or within thirty days after the final adjournment thereof, but not more than three months after the date so fixed for said meeting, a certificate signed and sworn to by an officer of the corporation, stating the date of holding such meeting, the amount of capital stock as it then stands fixed by the corporation, and the amount then paid in. Such certificates shall be preserved by the state secretary in book form convenient for reference.

M.G.L. c. 158, § 38 Failure to file annual certificate; dissolution

c. 158, § 38. Failure to file annual certificate; dissolution 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 a hearing, may decree a dissolution of the corporation.

M.G.L. c. 158, § 39 Certificate of increase of capital stock; filing

c. 158, § 39. Certificate of increase of capital stock; filing 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 certificate of the amount of such increase and the fact of such payment, signed and sworn to by its president or vice president, and treasurer or assistant treasurer, and a majority of its directors, in the office of the state secretary and also, if the corporation is subject to chapter one hundred and sixty-four or one hundred and sixty-five, in the office of the department of telecommunications and energy. If such a certificate is not filed as aforesaid within said period of thirty days, it may thereafter be received by the secretary for examination in accordance with section forty-one upon payment to him of such sum, to be determined annually by the commissioner of administration under the provision of section three B of chapter seven, and be filed as hereinbefore provided, subject to the provisions of sections forty-one and forty-three to the same extent as if such certificate had been filed as aforesaid within said period.

M.G.L. c. 158, § 40 Certificate of reduction of capital stock; filing

c. 158, § 40. Certificate of reduction of capital stock; filing 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, if the corporation is subject to chapter one hundred and sixty-four, in the office of the department of telecommunications and energy, a copy of the vote authorizing such reduction, signed and sworn to by its clerk.

M.G.L. c. 158, § 41 Submission of certificate to secretary; approval; filing; fee

c. 158, § 41. Submission of certificate to secretary; approval; filing; fee 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 the secretary, who shall examine the same; and if it appears to him to be a sufficient compliance in form with the requirements of law, he shall certify his approval thereof by endorsement upon the same; but he shall endorse only the date and fact of submission to his inspection upon the copies of votes of corporations; and upon the payment of the fee provided by section forty-three, the same may be filed in the office of the state secretary; and, upon such filing, the corporation and its officers shall be conclusively held to have complied with the requirements of law in respect to the filing of such certificate or copy, except that it may be shown in evidence that the statements made in such certificate or copy were false, and were known to be so by any officer signing or making oath to the same.

M.G.L. c. 158, § 42 Penalties for omitting to file certificates

c. 158, § 42. Penalties for omitting to file certificates 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 be recovered in an action of tort brought in the name of the commonwealth in Suffolk county or in the county where the corporation is established; and its president, treasurer and directors, for the time being, shall in addition be jointly liable in a like amount for such omission; and all forfeitures by a corporation under any provision of this chapter may also be collected by information in equity, which may be brought in Suffolk county and shall be brought in the supreme judicial court in the name of the attorney general, at the relation of the secretary; and upon such information the court may issue an injunction restraining the further prosecution of the business of the corporation named therein until such forfeitures, with interest and costs, are paid and until the returns required by this chapter are filed.

M.G.L. c. 158, § 43 Filing fees

c. 158, § 43. Filing fees 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 administration under the provision of section three B of chapter seven for the following: Of Organization.—The certificates required by section nine, including the issuing of the certificate of incorporation. Of Increase of Capital.—The certificate required by section thirty-nine. Other Certificates.—The copies of the votes or certificates required by section eleven, thirty-six, thirty-seven, or forty of this chapter or section sixteen of chapter one hundred and fifty-five, and any other certificate required by law.

M.G.L. c. 158, § 44 Officers; liability for debts and contracts

c. 158, § 44. Officers; liability for debts and contracts 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 and directors shall be so liable— First, For making or consenting to a dividend if the corporation is or thereby is rendered insolvent, to the extent of such dividend. Second, For debts contracted between the time of making or assenting to a loan to a stockholder and the time of its repayment, to the extent of such loan. Third, If the debts of a corporation exceed its capital, to the extent of such excess existing at the time of the commencement of the suit against the corporation in which the judgment was recovered upon which the suit in equity to enforce such liability is brought as provided in section forty-nine. The president, directors and treasurer shall be so liable— Fourth, For signing any statement filed under section thirty-three, if the property mentioned in such statement is not conveyed and taken at a fair valuation; but only the officers who sign the statement shall be so liable. The president, directors and other officers shall be so liable— Fifth, For signing any certificate which is required by law knowing it to be false; but only the officers who have knowledge thereof shall be liable. Sixth, For debts contracted before the original capital has been fully paid in and the certificate of such payment has been filed in accordance with section thirty-two.

M.G.L. c. 158, § 45 Members or stockholders; liability for debts and contracts

c. 158, § 45. Members or stockholders; liability for debts and contracts 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: First, For such as may be contracted before the original capital is fully paid in; but only those stockholders who have not paid in full the par value of their shares, and those who have purchased such shares with knowledge of the fact, shall be liable for such debts. Second, For the payment of all debts existing at the time when the capital is reduced, to the extent of the amounts withdrawn and paid to stockholders. Third, If special stock is created under section twenty-five, the general stockholders shall be liable for all debts and contracts until the special stock shall have been fully redeemed. Fourth, For all money due to operatives for services rendered within six months before demand made upon the corporation, and its neglect or refusal to make payment. Any such member or stockholder who pays, on a judgment or otherwise, more than his proportion of any such debt shall have a claim for contribution against the other members or stockholders.

M.G.L. c. 158, § 46 Conditions to liability

c. 158, § 46. Conditions to liability 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 and it has neglected for thirty days after demand made on execution to pay the amount due, with the officer's fees, or to exhibit to him real or personal property of the corporation subject to be taken on execution, sufficient to satisfy the same, and the execution has been returned unsatisfied.

M.G.L. c. 158, § 47 Right of judgment creditor to officer and shareholder list

c. 158, § 47. Right of judgment creditor to officer and shareholder list 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 and returned unsatisfied, upon reasonable request of the judgment creditor or of his attorney, shall furnish to him a certified list of the names of all persons who were officers and stockholders in such corporation at the time of the commencement of the suit in which judgment was recovered.

M.G.L. c. 158, § 48 Refusal to give list; false list; penalty

c. 158, § 48. Refusal to give list; false list; penalty 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 to the judgment creditor for double the amount of all damages occasioned by such refusal or false list.

M.G.L. c. 158, § 49 Bill in equity against officers and stockholders

c. 158, § 49. Bill in equity against officers and stockholders 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 corporation, against it and all persons who were stockholders therein at the time of the commencement of the suit in which such judgment was recovered, or against all the officers who are liable for its debts and contracts, for the recovery of the money due from the corporation to himself and the other creditors for which the stockholders or officers may be personally liable by reason of any act or omission on the part of the corporation or that of its officers or any of them, setting forth the judgment and proceedings thereon, and the grounds upon which it is expected to charge the stockholders or officers personally.

M.G.L. c. 158, § 50 Proportionate assessment of shareholders

c. 158, § 50. Proportionate assessment of shareholders 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 the amounts of stock held by them respectively at the time when the suit in which said judgment was recovered was begun; but no stockholder shall be liable to pay a larger sum than the amount of stock held by him at that time at its par value.

M.G.L. c. 158, § 51 Death of a defendant

c. 158, § 51. Death of a defendant 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 his executor or administrator shall be liable to the same extent as he would be if living. Such executor or administrator may voluntarily appear and become a party to the suit or may be summoned by the plaintiff.

M.G.L. c. 158, § 52 Dismissal; notice

c. 158, § 52. Dismissal; notice 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 may find reasonable under the circumstances.

M.G.L. c. 158, § 53 Non-joinder of parties; abatement

c. 158, § 53. Non-joinder of parties; abatement 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 plea or answer of the existence of such persons, unreasonably neglects to make them parties.

M.G.L. c. 158, § 54 Defense by officer or stockholder of action against corporation

c. 158, § 54. Defense by officer or stockholder of action against corporation 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 against the corporation in order to enforce an alleged liability of a person who has been or is a stockholder or officer thereof, any such person may be permitted, on petition, to defend such action, and in such case the court may require of him or of a person in his behalf, a bond with sufficient surety or sureties, conditioned to pay to the plaintiff all costs which may accrue and be taxed to him after the filing of said petition.

Source: Massachusetts General Court (malegislature.gov)URL: https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter158Fetched: 10/20/2026