BUSINESS CORPORATIONS

M.G.L. pt. Part I, tit. Title XXII, ch. c. 156

in effect

M.G.L. c. 156, § 1 Definitions

c. 156, § 1. Definitions 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 Secretary'' shall mean the secretary of the commonwealth.

M.G.L. c. 156, § 2 Scope of chapter

c. 156, § 2. Scope of chapter 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 156D or to corporations organized for the purpose of carrying on the business of a bank, savings bank, co-operative bank, trust company, credit union, surety or indemnity company, or safe deposit company, or for the purpose of carrying on within the commonwealth the business of an insurance company, railroad, electric railroad, street railway or trolley motor company, telegraph or telephone company, gas, or electric company, canal, aqueduct or water company, cemetery or crematory company, or to any other corporations 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; provided, however, that section 17 of this chapter shall remain available to all corporations which were subject to this chapter immediately before the effective date of chapter 156B; and provided, further, that any amendment to the articles of organization of any such corporation adopted before such date shall be effected by filing articles of amendment, and any rights of dissenting stockholders arising from the adoption of such amendment or from a vote of the stockholders to sell, lease or exchange all the property of any such corporation adopted prior to such date, shall be enforced, in accordance with the provisions of this chapter.

M.G.L. c. 156, § 3 Corporations not within application of chapter; adoption of chapter

c. 156, § 3. Corporations not within application of chapter; adoption of chapter 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 and thirty-one, by any special act not subject to amendment, alteration or repeal by the general court, may, at a legal meeting of the stockholders duly called therefor, by vote of two thirds of each class of stock outstanding and entitled to vote, adopt the provisions of this chapter and all provisions of chapter one hundred and fifty-five applicable to corporations subject to this chapter. A copy of such vote, signed and sworn to by the president, treasurer and a majority of the directors, shall be submitted to and examined by the secretary. If the secretary finds that it conforms to the requirements of law, he shall endorse his approval thereon, and, upon payment of the fee provided in section fifty-five, it shall be filed in the office of the state secretary; and thereupon such corporation with its members and officers shall be entitled to all the rights, privileges and immunities and be subject to all the liabilities set forth in this chapter and in the provisions of chapter one hundred and fifty-five applicable to corporations subject to this chapter, and no stockholder in such corporation shall be liable for debts of the corporation contracted after the filing of the copy of such vote except for the causes and in the manner provided in this chapter.

M.G.L. c. 156, § 4 Powers

c. 156, § 4. Powers 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 privileges: (a) To have perpetual succession in its corporate name, unless a period for its duration is limited by any general or special law. (b) Except as provided in section two, to have a capital stock to such an amount as may be fixed, as provided in this chapter, in its agreement of association or articles of organization or of amendment. (c) To hold, purchase, convey, mortgage or lease within or without this commonwealth such real or personal property as the purposes of the corporation may require. (d) To make contracts, incur liabilities and borrow money on its credit and for its use.

M.G.L. c. 156, § 5 Holding stock in other corporations; prohibitions

c. 156, § 5. Holding stock in other corporations; prohibitions 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 of the total capital stock of any domestic corporation authorized to carry on within the commonwealth the business of a railroad, street railway, electric railroad, elevated railway, trolleymotor, or gas company; provided, that the foregoing provisions shall not prohibit a corporation having its principal place of business in the commonwealth from purchasing, acquiring, taking or holding more than ten per cent of the capital stock of a domestic corporation carrying on within the commonwealth the business of a gas company.

M.G.L. c. 156, § 6 Agreement of association; contents

c. 156, § 6. Agreement of association; contents 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 purpose not excluded by section two. The agreement of association shall state: (a) That the subscribers thereto associate themselves with the intention of forming a corporation. (b) The corporate name assumed. (c) The location of the principal office of the corporation in the commonwealth, and elsewhere in the case of corporations organized to do business wholly outside the commonwealth. (d) The purposes for which the corporation is formed and the nature of the business to be transacted. (e) If only shares with par value are to be issued, the total amount of the capital stock of the corporation, which shall not be less than one thousand dollars, to be authorized, and the number of shares into which the capital stock is to be divided, and the par value of the shares, which shall not be less than one dollar, or, in lieu thereof, if any shares without par value are to be issued, the number of shares without par value to be authorized, which shall not be less than ten, and the number of shares having par value to be authorized, if any, and the par value thereof, which shall not be less than one dollar. (f) The restrictions, if any, imposed upon the transfer of shares. (g) If there are to be two or more classes of stock, a description of the different classes and a statement of the terms on which they are to be created and of the method of voting thereon. (h) Any other lawful provisions for the conduct and regulation of the business of the corporation, for its voluntary dissolution, or for limiting, defining or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders. (i) The subscriber or subscribers by whom the first meeting of the incorporators shall be called. (j) The names and residences of the incorporators and the amount of stock subscribed for by each.

M.G.L. c. 156, § 7 Corporations dealing with real estate; duration

c. 156, § 7. Corporations dealing with real estate; duration 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 formed for the purpose of owning forest land classified under chapter sixty-one, shall state the term of duration of the corporation, which shall not exceed fifty years.

M.G.L. c. 156, § 8 First meeting; notice; service; waiver of notice

c. 156, § 8. First meeting; notice; service; waiver of notice 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 therein or by a majority of the subscribers to such agreement; and such notice shall state the time, place and purposes of the meeting, which shall be held within the commonwealth. A copy of such notice shall, seven days at least before the day appointed for the meeting, be given to each incorporator or left at his residence or usual place of business, or deposited in the post office, postage prepaid, and addressed to him at his residence or usual place of business, and another copy thereof, and an affidavit of one of the signers that the notice has been duly served, shall be recorded with the records of the corporation. If all of the incorporators shall in writing, upon the agreement of association, waive such notice and fix the time and place of the meeting, no notice shall be required.

M.G.L. c. 156, § 9 Organization; selection of temporary clerk; adoption of by-laws; election of officers

c. 156, § 9. Organization; selection of temporary clerk; adoption of by-laws; election of officers 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 by the choice, by ballot, of a temporary clerk, who shall be sworn, by the adoption of by-laws and by the election by ballot of directors, of a treasurer, of a clerk and of such other officers as the by-laws required to be elected by the stockholders. The temporary clerk shall make and attest a record of the proceedings, until the clerk has been chosen and sworn, including a record of such choice and qualification.

M.G.L. c. 156, § 10 Oath to articles by directors; liability to stockholders

c. 156, § 10. Oath to articles by directors; liability to stockholders 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 of the agreement of association and the names of the subscribers thereto, or, if the corporation is created by special act, a copy of the act of incorporation. (b) The date of the first meeting and of the successive adjournments thereof, if any. (c) Subject to section fourteen, the amount of capital stock then to be issued, the amount thereof to be paid for in full in cash, the amount thereof to be paid for in cash by instalments and the instalment to be paid before the corporation commences business, and the amount thereof to be paid for in property. If such property consists in any part of real estate, its location, area and the amount of stock to be issued therefor shall be stated; if any part of such property is personal, it shall be described in such detail as the commissioner may require, and the amount of stock to be issued therefor stated. If any part of the capital stock is issued for services or expenses, the nature of such services or expenses and the amount of stock which is issued therefor shall be clearly stated. (d) The name, residence and post office address of each of the officers of the corporation. (e) A certification that the provisions of sections eight and nine relative to the calling and holding of the first meeting of the corporation, and the election of a temporary clerk, the adoption of by-laws, and the election of officers have been complied with. (f) The final day of the corporation's fiscal year and the date provided in the by-laws for the annual meeting. The information required by clauses (d) and (f) shall not be deemed a permanent part of the articles of organization, and may subsequently be amended by compliance with the provisions of sections twenty-four and twenty-nine, respectively. The directors who sign such articles and the officers and directors who sign any amendment thereof shall be jointly and severally liable to any stockholder of the corporation for actual damages caused by any statement therein which is false and which they know, or on reasonable examination could have known, to be false.

M.G.L. c. 156, § 11 Approval by secretary of corporation documents; filing of articles

c. 156, § 11. Approval by secretary of corporation documents; filing of articles 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 thereof or such additional information as he deems necessary. If he finds that the provisions of law relative to the organization of the corporation have been complied with, he shall endorse his approval on the articles. Thereupon, the articles shall, upon payment of the fee provided by section fifty-three, be filed in the office of the state secretary.

M.G.L. c. 156, § 12 Certificate of incorporation

c. 156, § 12. Certificate of incorporation 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 a certificate of incorporation 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), and have complied with the provisions of the statutes of the commonwealth in such case made and provided, as appears from the articles of organization of said corporation, duly approved by the state secretary and recorded in this office: Now, therefore, I (the name of the state secretary), secretary of the commonwealth of Massachusetts, do hereby certify that said (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 as of (the date of filing of the articles of organization), under the name of (the 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 state secretary shall sign the certificate of incorporation 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. The existence of every corporation organized under general laws shall begin upon the filing of the articles of organization in the office of the state secretary. The state secretary shall make a record of the fact of said incorporation and shall create an index in alphabetical order. A certified statement of the fact of incorporation by the state secretary shall be conclusive evidence of such incorporation.

M.G.L. c. 156, § 13 Scope of by-laws

c. 156, § 13. Scope of by-laws 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 twenty-one and twenty-two, of electing its officers, the powers, duties and tenure of its officers, the number of its directors, the number of stockholders and of directors necessary to constitute a quorum, the manner of calling regular and special meetings of the directors, the expediency of providing for an executive committee, the number of members thereof, and the duties which may be delegated to it, the method of making demand for payment of subscriptions to its capital stock, the conditions under which a new certificate of stock may be issued in place of a certificate which is alleged to have been lost or destroyed, the method in general of transacting its business and the manner by which the by-laws may be altered, amended or repealed.

M.G.L. c. 156, § 14 Creation and issuance of shares

c. 156, § 14. Creation and issuance of shares 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 an amendment to said agreement or articles which may be adopted as hereinafter provided, may create shares of stock with or without par value and may create two or more classes of stock with such preferences, voting powers, restrictions and qualifications thereof as shall be fixed in said agreement or articles or in such amendment. Subject to any provisions so fixed, every share without par value shall be equal to every other such share. The provisions of law relating to the issue of shares of capital stock with par value shall apply to the issue of shares without par value, and a corporation may issue its authorized shares without par value for such cash, property, tangible or intangible, services or expenses as may be determined from time to time by the board of directors, subject to the provisions of the agreement of association, articles of organization or amendments thereof and, in the case of an increase of capital stock, subject to the vote of stockholders determining the terms and manner of the disposition of the increased stock pursuant to section forty-one, and when the cash or other consideration for which they are to be issued, as stated in the articles of organization, or certificate of issue, or articles of amendment, made pursuant to section ten, sixteen or forty-four, has been received, said shares shall be fully paid stock and not liable to any further call or assessment thereon, nor shall the subscriber or holder be liable for any further payments, except as provided in section thirty-five. In any case in which the law requires that the par value of the shares of stock of a corporation be stated, it shall be stated, in respect of shares without par value, that such shares are without par value; and wherever the amount of stock, authorized or issued, is required to be stated, if any shares without par value are authorized, the number of shares authorized or issued of the several classes shall be stated, and it shall also be stated whether such shares are with or without par value and what the par value is of such shares as have par value.

M.G.L. c. 156, § 15 Consideration for capital stock; instalment payments

c. 156, § 15. Consideration for capital stock; instalment payments 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 or intangible, or for services or expenses. Stock issued for cash may be paid for in full before it is issued or by instalments. If it is paid for by instalments, the stock certificate shall be legibly stamped with the words '' per cent paid up, balance payable (stating manner and time of payment) and shares subject to forfeiture if unpaid,'' the facts being truly stated; and, as each instalment is demanded and paid, the certificate shall be stamped accordingly.

M.G.L. c. 156, § 16 Issuance of unissued balance of authorized capital stock; approval; filing

c. 156, § 16. Issuance of unissued balance of authorized capital stock; approval; filing 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 the articles of organization, by vote of the directors, under authority of the by-laws or of a general or special vote of the incorporators at the first meeting or of the stockholders at a subsequent meeting, if, within thirty days after such vote of the directors, a certificate signed and sworn to by the president, treasurer and a majority of the directors is submitted to the secretary, setting forth—(a) the total amount of capital stock authorized; (b) the amount of stock already issued for cash payable by instalments and the amount paid thereon; also the amount of full paid stock already issued for cash, property, services or expenses; (c) the amount of additional stock to be issued for cash, property, services or expenses, respectively; (d) a description of said property, and a statement of the nature of said services or expenses, in the manner required by section ten. The secretary shall examine such certificate in the same manner as the original articles of organization. If he finds that it conforms to the requirements of law, he shall endorse his approval thereon, and it shall thereupon be filed in the office of the state secretary, upon payment of the fee provided in section fifty-five. No issue of stock subsequent to that certified by the articles of organization shall be lawful until said certificate is filed with the secretary as aforesaid. No stock shall be at any time issued unless the cash, so far as due, or the property, services or expenses for which it was authorized to be issued, has been actually received or incurred by, or conveyed or rendered to, the corporation, or is in its possession as surplus; nor shall any note or evidence of indebtedness, secured or unsecured, of any person to whom stock is issued, be deemed to be payment therefor; and the president, treasurer and directors shall be jointly and severally liable to any stockholder of the corporation for actual damages caused to him by such issue.

M.G.L. c. 156, § 17 Validation of issue not submitted for approval

c. 156, § 17. Validation of issue not submitted for approval 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 submitted to the secretary within thirty days as required by the preceding section may be rendered lawful and valid as of the date of its issue if the certificate is afterward submitted to him, and is examined and approved by him and filed in the office of the state secretary, upon payment of such fee, to be determined annually by the commissioner of administration under the provision of section three B of chapter seven.

M.G.L. c. 156, § 18 Payment of subscriptions

c. 156, § 18. Payment of subscriptions 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 require payment in such proportions and at such times and places as they deem proper, by making demand therefor according to the by-laws, or, in default of such by-law, by notice mailed to each subscriber or stockholder at least seven days before his subscription or any portion thereof, or any instalment due upon stock already issued, is payable.

M.G.L. c. 156, § 19 Subscriptions in default; sale of rights to subscribe

c. 156, § 19. Subscriptions in default; sale of rights to subscribe 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 refuses or neglects to pay the amount demanded for thirty days after the time limited for payment in the demand made under the preceding section, his rights of subscription may be sold by public auction by the treasurer of the corporation who, out of the proceeds of such sale, shall pay to the corporation the amount then due from such subscriber with interest and incidental charges, first giving notice by mail to such subscriber, not less than ten days prior to such sale, of the time and place appointed therefor and of the amount due and payable by him. Upon the sale of such rights as aforesaid, the directors shall give to the purchaser a certificate thereof. If the rights of such subscriber do not sell for an amount sufficient to pay the amount due from him with interest and charges of sale, he shall be liable to the corporation in an action at law for the deficiency; if they sell for more, he shall be entitled to the surplus. At the expiration of thirty days after the time limited for payment as aforesaid, the directors may waive their right to offer such rights for sale, and may elect to proceed at law against such delinquent subscriber to recover all amounts due and payable by him with interest. If said rights are not sold at said auction, or if a judgment rendered in an action against a subscriber remains unsatisfied for thirty days, all amounts previously paid by him shall be forfeited to the corporation.

M.G.L. c. 156, § 20 Instalments in default; sale of rights to shares

c. 156, § 20. Instalments in default; sale of rights to shares 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 days after the time limited for payment in the demand under section eighteen, the treasurer of the corporation may sell such stockholder's shares by public auction, and, out of the proceeds of such sale, shall pay to the corporation all instalments then due from such stockholder with interest and incidental charges. A notice stating the time and place of such sale and the amount of the instalment due and payable and also the number of the certificate and number of shares of stock thus offered for sale shall be sent by the treasurer by mail not less than ten days prior to such sale to such stockholder and also the person who originally subscribed to the said delinquent stock. Upon the sale of such stock as aforesaid, the directors shall transfer the shares so sold to the purchaser, who shall be entitled to a certificate therefor, so stamped as to indicate the instalments paid, and shall be liable under this section for all subsequent instalments. Upon the issue of such certificate, the certificate outstanding shall be void except as provided in sections twenty-four to forty-six, inclusive, of chapter one hundred and fifty-five. The balance, if any, of the proceeds of such sale shall be held by the corporation for such stockholder, his representatives or assigns, and be paid to him or them at any time upon surrender and delivery to the corporation of his certificate. If no person offers an amount sufficient to pay all instalments due upon such stock with interest and incidental charges, it may or may not be sold, and the delinquent stockholder shall be liable to the corporation in an action at law for such instalments, interest and incidental charges, if the stock is not sold, or for the deficiency, if it is sold, and if a judgment rendered in such action remains unsatisfied for thirty days, the original subscriber shall be so liable. Instead of offering such stock for sale, the directors, at the expiration of the time limited in the notice for payment of such instalments, may proceed by an action at law against the delinquent stockholder, and, if a judgment rendered against him in such action remains unsatisfied for thirty days, against the original subscriber, for the recovery of such instalments, interest and incidental charges. The delinquent stockholder or the original subscriber, as the case may be, upon the payment of such instalments, interest and incidental charges, or of the judgment therefor, shall be entitled to a certificate of the stock, so stamped as to indicate the instalments paid, and, thereupon, the certificate outstanding for such stock shall be void, except as provided in sections twenty-four to forty-six, inclusive, of chapter one hundred and fifty-five. If a judgment rendered in an action against the original subscriber remains unsatisfied for thirty days, said stock shall be forfeited to the corporation, an entry of transfer to it shall be made on its books, and, thereupon, the certificate outstanding shall be void as aforesaid. While the stock remains the property of the corporation, no dividends shall be declared nor instalments paid upon it; but it shall remain subject to the control of the corporation according to its by-laws.

M.G.L. c. 156, § 21 Management of corporation

c. 156, § 21. Management of corporation 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 and such other officers and such agents as the corporation by its by-laws shall authorize. The treasurer may be required to give a bond for the faithful performance of his duty in such sum and with such sureties as the by-laws may prescribe. The clerk, who shall be a resident of the commonwealth, shall be sworn and shall record all votes of the corporation in a book to be kept therefor.

M.G.L. c. 156, § 22 Election or appointment of officers; terms; qualifications

c. 156, § 22. Election or appointment of officers; terms; qualifications 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 have the right to vote, and the president shall be elected annually by and from the board of directors. All other agents and officers shall be chosen or appointed, and all vacancies filled, in the manner prescribed in the by-laws, or, in default of such by-law, by the board of directors. Every director, unless the by-laws otherwise provide, shall be a stockholder. The directors and other officers shall hold office for one year and until their successors are chosen and qualified, except that a corporation may, by its articles of organization or by an amendment to such articles adopted as provided in this chapter, divide its directors into classes and prescribe the tenure of office of the several classes and the class of stock by which each class of directors shall be elected; but no class shall be elected for a shorter period than one year or for a longer period than five years, and the term of office of at least one class shall expire in each year.

M.G.L. c. 156, § 23 Manufacturing corporations; election of directors by employees

c. 156, § 23. Manufacturing corporations; election of directors by employees 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 board of directors. All such elections shall be held at the works of the corporation on the day of the annual meeting, and the voting shall be by secret ballot. If less than a majority of those entitled to vote participate in the election there shall be no election, and the vacancy shall be filled as provided in the preceding section. A director elected by the employees shall have the same rights and powers and shall be subject to the same duties and responsibilities as a director elected by the stockholders.

M.G.L. c. 156, § 24 Certificate of changes; submission to secretary; filing; penalty

c. 156, § 24. Certificate of changes; submission to secretary; filing; penalty 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 certificate of such change, signed and sworn to by the clerk. The secretary shall examine such certificate and if he finds that it conforms to the requirements of this chapter, he shall endorse his approval thereon and cause the same to be filed and preserved in book form convenient for and open to public inspection. Any corporation which fails to submit a certificate as aforesaid within thirty days after such change has been made, or which fails to keep a clerk of the corporation in this commonwealth, shall forfeit not more than five hundred dollars, to be recovered in the manner prescribed by section fifty-two.

M.G.L. c. 156, § 25 Board of directors; powers

c. 156, § 25. Board of directors; powers 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 corporation, upon the stockholders.

M.G.L. c. 156, § 26 Executive committee of board; duties

c. 156, § 26. Executive committee of board; duties 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 be delegated the management of the current and ordinary business of the corporation, and such other duties as the by-laws may prescribe.

M.G.L. c. 156, § 27 Meetings of board of directors

c. 156, § 27. Meetings of board of directors 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 notice if each director, by a writing filed with the records of the meeting, waives such notice.

M.G.L. c. 156, § 28 Stockholders meetings; time; place; notice; quorum; waiver of notice

c. 156, § 28. Stockholders meetings; time; place; notice; quorum; waiver of notice 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 fixed by the by-laws; but it shall be held within ninety days after the end of the fiscal year of the corporation. All meetings of stockholders shall be held in the commonwealth. A written notice, stating the place, day and hour thereof, shall be given by the clerk, at least seven days before the meeting, to each stockholder entitled to vote thereat and to each stockholder who, under the agreement of association or any amendment thereof or under the by-laws, is entitled to such notice, by leaving such notice with him or at his residence or usual place of business, or by mailing it, postage prepaid, and addressed to such stockholder at his address as it appears upon the books of the corporation. Unless the by-laws otherwise provide, a majority in interest of all stock issued and outstanding and entitled to vote shall constitute a quorum. Notices of all meetings of stockholders shall state the purposes for which the meetings are called. No notice of the time, place or purpose of any regular or special meeting of the stockholders shall be required if every stockholder entitled to notice thereof, or his attorney thereunto authorized, by a writing which is filed with the records of the meeting, waives such notice.

M.G.L. c. 156, § 29 Change in date of annual meeting

c. 156, § 29. Change in date of annual meeting 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 the secretary a certificate of such change, signed and sworn to by the clerk of the corporation. The secretary shall examine such certificate and if he finds that it conforms to the requirements of this chapter, he shall endorse his approval thereon and cause it to be filed and preserved in book form convenient for reference and open to public inspection. Any corporation which fails to submit a certificate as aforesaid within thirty days after such a change has been made, shall forfeit not more than one hundred dollars, to be recovered in the manner prescribed by section fifty-two.

M.G.L. c. 156, § 30 Special meetings

c. 156, § 30. Special meetings 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, or in case of the death, absence incapacity or refusal of the clerk, by any other officer, upon written application of one or more stockholders who are entitled to vote and who hold at least one tenth part in interest of the capital stock entitled to vote at the meeting, stating the time, place and purpose of the meeting.

M.G.L. c. 156, § 31 Corporate voting of own shares

c. 156, § 31. Corporate voting of own shares Section 31. No corporation shall, directly or indirectly, vote upon any share of its own stock.

M.G.L. c. 156, § 32 Voting rights; proxies

c. 156, § 32. Voting rights; proxies 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 of stock owned by them; provided, that in corporations having two or more classes of stock, the voting powers of the different classes may be fixed in the manner provided by section fourteen. Capital stock shall not be voted upon if any instalment of the subscription therefor which has been duly demanded under section eighteen is overdue and unpaid. Stockholders may vote either in person or by proxy. No proxy which is dated more than six months before the meeting named therein shall be accepted, and no such proxy shall be valid after the final adjournment of such meeting.

M.G.L. c. 156, § 33 Certificates; signatures; seal; limitations and preferences

c. 156, § 33. Certificates; signatures; seal; limitations and preferences 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 and either the treasurer or an assistant treasurer of the corporation, shall be sealed with its seal and shall certify the number of shares, and the class thereof, owned by him in such corporation; but when any such certificate is signed by a transfer agent or transfer clerk and by a registrar and the registrar is not the same person, partnership, association, trust or corporation as the transfer agent or transfer clerk, the signature of the president or a vice president or of the treasurer or an assistant treasurer of the corporation, or both such signatures, or the seal of the corporation, or either or both such signatures and such seal, upon such certificate may be facsimile, and such certificate shall be as valid and effectual for all purposes as if signed by such officer or officers, or sealed with its corporate seal, as the case may be. Each certificate of stock, which by the agreement of association or amended agreement of association or, in the case of a corporation created by special law, by its articles of organization or by amendment is limited as to its voting rights or is preferred as to its dividend or as to its share of assets upon dissolution, shall have plainly written, printed or stamped thereon either a sufficient statement of such limitation or preference or a notification that its preferences, voting powers, restrictions and qualifications are fixed in the agreement of association or articles of organization or amendments filed in the office of the state secretary.

M.G.L. c. 156, § 34 Replacement of lost or destroyed certificates

c. 156, § 34. Replacement of lost or destroyed certificates 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 conditions upon which a new certificate of stock may be issued in place of any certificate alleged to have been lost or destroyed. They may, in their discretion, require the owner of a lost or destroyed certificate, or his legal representative, to give a bond with sufficient surety to the corporation in a sum not exceeding double the market value of the stock to indemnify the corporation against any loss or claim which may arise by reason of the issue of a certificate in place of such lost or destroyed stock certificate.

M.G.L. c. 156, § 35 Reduction of capital stock; services rendered by operatives; liability; disproportionate payments by a stockholder; contribution

c. 156, § 35. Reduction of capital stock; services rendered by operatives; liability; disproportionate payments by a stockholder; contribution 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 contracts of the corporation existing at the time of such reduction to the extent of the amount withdrawn and paid to them respectively. The stockholders of a corporation shall also be liable 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 such payment. A stockholder who pays on a judgment or otherwise more than his proportion of any debt included in this section shall have a claim for contribution against the other stockholders. Unless otherwise provided in the agreement of association, articles of organization or amendments thereof, such contribution, in the case of liability based on reduction of capital stock, shall be in proportion to the amounts so withdrawn and paid to them respectively, and in the case of any other liability under this section shall be in proportion to the amounts of stock held by them respectively at the time when their liability accrued, shares of stock with par value to be computed for this purpose at their par value as fixed at that time, and shares without par value to be computed at the value, at the time of issue, of the cash, property, services or expenses for which they were issued, but not including paid-in surplus.

M.G.L. c. 156, § 36 Officers' liability

c. 156, § 36. Officers' liability 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 entered into while they are officers thereof if any stock is issued in violation of section fifteen, sixteen, forty-six B or forty-six D, or if any statement or report required by this chapter is made by them which is false in any material representation and which they know to be false; but directors who vote against such issue, and are recorded as so voting, shall not be so liable, and only the officers signing such statement or report shall be so liable; provided, that the officers signing a false report of condition shall be liable only for debts contracted and contracts entered into before the filing of the next subsequent report of condition, and only to persons who shall have relied upon such false report to their damage.

M.G.L. c. 156, § 37 Directors' liability

c. 156, § 37. Directors' liability 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 declaring or assenting to a dividend if the corporation is, or thereby is rendered, bankrupt or insolvent, to the extent of such dividend. Second. For debts contracted between the time of making or assenting to a loan to a stockholder or director and the time of its repayment, to the extent of such loan. Directors who vote against declaring said dividend or who vote against making said loan shall not be liable as aforesaid.

M.G.L. c. 156, § 38 Conditions to liability; enforcement of liability

c. 156, § 38. Conditions to liability; enforcement of liability 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 of any such corporation, shall be held so liable under section thirty-six or thirty-seven, if the corporation has been duly adjudicated bankrupt. The president or treasurer, or a director, shall also be held so liable under section thirty-six or thirty-seven, if before a suit to enforce such liability is brought by a creditor of said corporation, a written demand by or on behalf of the creditor upon such corporation for the payment of his claim has been made, and said corporation has for ten days thereafter neglected to pay it. Except as above provided, no suit shall be maintained against a stockholder or officer for the debts or contracts of the corporation. After such adjudication of bankruptcy, or after the said demand and neglect to pay the claim, the clerk, or other officer having charge of the records of such corporation, upon request of a creditor of the corporation or of his attorney, shall furnish to him a certified list of the names of all persons who were officers or stockholders in such corporation at the time when the liability to be enforced against them personally accrued. The supreme judicial or superior court shall have jurisdiction in equity to compel such list to be furnished. After an adjudication of bankruptcy or after the said demand and neglect to pay the claim, any creditor may file a bill in equity in the supreme judicial or superior court in behalf of himself and of such other creditors of the corporation, entitled to enforce their claims against the same defendants, as may join in the bill as plaintiffs, against it and all persons who are liable to the plaintiff as stockholders or officers for the recovery of the money due from the corporation to himself and to such 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 any of the other defendants, setting forth the bankruptcy of the corporation, or the said demand and neglect to pay the claim, and the grounds upon which it is expected to charge the stockholders or officers personally.

M.G.L. c. 156, § 39 Discontinuance of suit; non-joinder of persons liable; death of defendant

c. 156, § 39. Discontinuance of suit; non-joinder of persons liable; death of defendant 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 reason of the non-joinder of persons liable as defendants, unless the plaintiff, after notice by plea or answer of their existence, unreasonably neglects to make them parties; nor shall it abate by reason of the death of a defendant, but his estate shall be liable in the hands of his executor or administrator, who may voluntarily appear, or who may be summoned by the plaintiff, to defend the suit.

M.G.L. c. 156, § 40 Apportionment of assessment

c. 156, § 40. Apportionment of assessment 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 section thirty-five with respect to claims for contribution; but a stockholder shall not be liable to pay a larger amount than the amount of stock held by him at the time when his liability accrued, shares of stock with par value to be computed for this purpose at their par value as fixed at that time and shares without par value to be computed at the value, at the time of issue, of the cash, property, services or expenses for which they were issued, but not including paid-in surplus.

M.G.L. c. 156, § 41 Increase or reduction of capital stock; changes of location; change of par value of capital stock; dissolution proceedings

c. 156, § 41. Increase or reduction of capital stock; changes of location; change of par value of capital stock; dissolution proceedings 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 more classes of stock have been issued, of a majority of each class outstanding and entitled to vote, authorize an increase or a reduction of its capital stock and determine the terms and manner of the disposition of such increased stock, or authorize such terms and manner of disposition to be determined in whole or in part by the board of directors or officers of the corporation, may authorize a change of the location of its principal office or place of business in this commonwealth or a change of the par value of the shares of its capital stock, or may authorize proceedings for its dissolution under section fifty of chapter one hundred and fifty-five. Such increased stock may in whole or in part be disposed of without being offered to the stockholders. 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 its stock, or, if two or more classes of stock have been issued, of a majority of each class outstanding and entitled to vote, including in any event a majority of the outstanding stock of each class affected, change such shares or any class thereof into any number of shares without par value, or provide for the exchange thereof pro rata for any number of shares without par value; provided, that the preferences, voting powers, restrictions and qualifications of the outstanding shares so changed or exchanged shall not be otherwise impaired or diminished without the consent of the holders thereof; and provided, further, that the total authorized capital stock of such corporation shall not be less than one thousand dollars, for this purpose counting shares without par value as of a par value of one hundred dollars each.

M.G.L. c. 156, § 41A Change in number of shares without par value

c. 156, § 41A. Change in number of shares without par value 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 majority of all its stock, or, if two or more classes of stock have been issued, of a majority of each class outstanding and entitled to vote, including in any event a majority of the outstanding stock of each class effected, change such shares or any class thereof into a greater number of shares without par value, or provide for the exchange thereof pro rata for a greater number of shares without par value; provided, that the preferences, voting powers, restrictions and qualifications of the outstanding shares so changed or exchanged shall not be otherwise impaired or diminished without the consent of the holders thereof.

M.G.L. c. 156, § 41B Change in number of shares with par value

c. 156, § 41B. Change in number of shares with par value 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 its stock, or if two or more classes of stock have been issued, of a majority of each class outstanding and entitled to vote, including in any event a majority of the outstanding stock of each class affected, change such shares or any class thereof into a greater number of shares with par value, or provide for the exchange thereof pro rata for a greater number of shares with par value, such greater number of shares in either case to be of the same aggregate par value as the shares so changed or exchanged and the par value of each share to be outstanding by virtue of such change or exchange to be reduced accordingly; provided that the preferences, voting powers, restrictions and qualifications of the outstanding shares so changed or exchanged shall not be otherwise impaired or diminished without the consent of the holders thereof; and, provided further, that the par value of each share to be outstanding by virtue of such change or exchange shall be at least one dollar.

M.G.L. c. 156, § 41C Change of shares without par value to par value shares

c. 156, § 41C. Change of shares without par value to par value shares 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 its stock, or, if two or more classes of stock have been issued, of a majority of each class outstanding and entitled to vote, including in any event a majority of the outstanding stock of each class affected, change such shares or any class thereof into any number of shares with par value, or provide for the exchange thereof pro rata for any number of shares with par value; provided, that the preferences, voting powers, restrictions and qualifications of the outstanding shares so changed or exchanged shall not be otherwise impaired or diminished without the consent of the holders thereof; and provided, further, that the par value of each share having a par value shall be at least one dollar per share and that the total authorized capital stock of such corporation shall not be less than one thousand dollars for this purpose counting shares without par value as of a par value of one hundred dollars each; and provided, further, that the aggregate par value of shares becoming outstanding by virtue of such change or exchange shall not exceed the amount of capital shown on the balance sheet of the corporation with respect to the outstanding shares without par value so changed or exchanged, plus the amount of any surplus which by said vote is appropriated to capital in connection with such change or exchange.

M.G.L. c. 156, § 42 Change of structure; conveyance of property

c. 156, § 42. Change of structure; conveyance of property 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 vote, or by a larger vote if the agreement of association or act of incorporation so requires, change its corporate name, the nature of its business, the classes of its capital stock subsequently to be issued and their preferences and voting power, or make any other lawful amendment or alteration in its agreement of association or articles of organization, or in the corresponding provisions of its act of incorporation, or authorize the sale, mortgage, pledge, lease or exchange of all its property and assets, including its good will, upon such terms and conditions as it deems expedient.

M.G.L. c. 156, § 43 Approval of amendments or alterations; fees

c. 156, § 43. Approval of amendments or alterations; fees 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 of amendment, signed and sworn to by the president, treasurer and a majority of the directors, setting forth such amendment or alteration and the due adoption thereof, shall be submitted to the secretary, who shall examine them with the same powers as in the case of the original articles of organization, and, if he finds that they conform to the requirements of law, shall so certify and endorse his approval thereon. Thereupon the articles of amendment shall, upon payment of the fee provided in section fifty-four or fifty-five, as the case may be, be filed in the office of the state secretary. No such amendment or alteration shall take effect until such articles of amendment shall have been filed as aforesaid.

M.G.L. c. 156, § 44 Increase in capital stock in accordance with Sec. 41 or 41C; content of articles

c. 156, § 44. Increase in capital stock in accordance with Sec. 41 or 41C; content of articles 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 with section forty-one, or if a change or exchange of stock shall have been authorized in accordance with section forty-one C, the articles of amendment shall also set forth—(a) the total amount of capital stock already authorized; (b) the amount of stock already issued for cash payable by instalments and the amount paid thereon; and the amount of full paid stock already issued for cash, property, services or expenses; (c) the amount of additional stock authorized; (d) the amount of such stock to be issued for cash, property, services or expenses, respectively; (e) a description of said property and a statement of the nature of said services or expenses, in the manner required by section ten.

M.G.L. c. 156, § 45 Reduction of capital stock in accordance with Sec. 41 or 41C; content of articles

c. 156, § 45. Reduction of capital stock in accordance with Sec. 41 or 41C; content of articles 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 change or exchange of stock resulting in a reduction of capital shall have been authorized in accordance with section forty-one C, the articles of amendment shall also set forth—(a) the total amount of capital stock already authorized and issued; (b) the amount of the reduction and the manner in which it shall be effected; (c) a copy of the vote authorizing the reduction. No reduction of capital stock shall be lawful which renders the corporation bankrupt or insolvent, but the capital stock may be reduced by the surrender by every stockholder of his shares and the issue to him in lieu thereof of a proportional decreased number of shares, if the assets of such corporation are not reduced thereby, without creating any liability of the stockholders of such corporation in case of the subsequent bankruptcy of such corporation.

M.G.L. c. 156, § 46 Sale, lease or exchange of property and assets; remedy of dissenting stockholder

c. 156, § 46. Sale, lease or exchange of property and assets; remedy of dissenting stockholder 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 of its business in accordance with section forty-two, who, at the meeting of stockholders, has voted against such action may, within thirty days after the date of said meeting, make a written demand upon the corporation for payment for his stock. If the corporation and the stockholder cannot agree upon the value of the stock at the date of such sale, lease, exchange or change, such value shall be ascertained by three disinterested persons, one of whom shall be named by the stockholder, another by the corporation and the third by the two thus chosen. The finding of the appraisers shall be final, and if their award is not paid by the corporation within thirty days after it is made, it may be recovered in contract by the stockholder from the corporation. Upon payment by the corporation to the stockholder of the agreed or awarded price of his stock, the stockholder shall forthwith transfer and assign the stock certificates held by him at, and in accordance with, the request of the corporation. The word ''sell'' as used in this section shall not include mortgage or pledge.

M.G.L. c. 156, § 46A Definitions; organizations authorized to merge; method; effect of merger

c. 156, § 46A. Definitions; organizations authorized to merge; method; effect of merger 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, as defined in chapter one hundred and eighty-two, which has filed a copy of such instrument or declaration with the secretary in compliance with said chapter; ''Trust'', a trust operating under a written instrument or declaration of trust, as defined in chapter one hundred and eighty-two, which has filed a copy of such instrument or declaration with the secretary in compliance with said chapter. (2) A corporation owning all the stock of a corporation which is engaged in a business similar or incidental to the business in which the owning corporation is authorized to engage or owning all the stock of a foreign corporation qualified to transact business in this commonwealth under subdivision A of Part 15 of chapter 156D and is engaged in a similar or incidental business may, if the laws of the state where the foreign corporation is incorporated permit by vote of a majority of the board of directors of the owning corporation merge with the corporation whose stock it owns. Within thirty days after any meeting at which such merger has been voted, articles of amendment setting forth said vote and a certificate of the ownership of all the stock of the corporation with which it has so voted to merge, signed and sworn to by the president, treasurer and a majority of the directors of the owning corporation, shall be submitted to the secretary, who shall examine them as in the case of articles of organization, and if he finds that they conform to the provisions of law relative to the merger of corporations, he shall so certify and endorse his approval thereon. Thereupon, the articles of amendment shall, upon payment of the fee provided in section fifty-five, be filed in the office of the state secretary. No merger shall take effect until the articles of amendment have been filed as aforesaid. (3) An association or trust, all of the certificates of participation or shares of which are owned by, or which owns all of the capital stock of, a corporation which is engaged in a business similar or incidental to the business in which such association or trust is authorized to engage by its written instrument or declaration of trust, may be merged into such corporation. Such corporation and such association or trust shall enter into an agreement in writing which shall prescribe the terms of the merger. Such agreement shall be approved by affirmative vote, at a meeting called for the purpose, of two thirds of each class of stock of said corporation outstanding and entitled to vote or by a larger vote if the agreement of association or act of incorporation so requires, and by such association or trust in the manner provided in said written instrument or declaration of trust under which such association or trust was formed or is regulated. Notices of such meeting of the corporation, stating the action proposed to be taken thereat, shall be mailed to each stockholder at least thirty days prior to such meeting, unless notice of such meeting is waived by a writing signed by all the stockholders. Within thirty days after the meeting at which such merger has been voted articles of amendment setting forth (1) said vote, (2) a copy of the agreement for said merger, and (3) a certificate that all of the certificates of participation or shares of the association or trust are owned by the corporation or that all the capital stock of the corporation is owned by the association or trust, as the case may be, certified by the president, treasurer and a majority of the directors of the corporation and by the persons authorized to execute said agreement for the association or trust shall be submitted to the secretary. The secretary shall examine such articles of amendment and, if he finds that they conform to the provisions of law relative to the merger of corporations and associations or trust, he shall so certify and endorse his approval thereon. Thereupon the articles of amendment shall, upon the payment of the fee provided in section fifty-five be filed in the office of the state secretary. No merger shall take effect until the articles of amendment have been filed as aforesaid. (4) Upon the filing of such articles, all of the property, real, personal and mixed, and the rights, privileges and franchises of the merged corporation, association or trust shall vest in and be held and owned by the resulting corporation as the same were before held and owned by the merged corporation, association or trust, subject, however, to all the liabilities and obligations including taxes of the merged corporation, association or trust, and the rights of creditors thereof, for which the resulting corporation shall be liable in the same manner and to the same extent as if it had itself incurred such liabilities and obligations. The resulting corporation shall not thereby acquire power to engage in any business or to exercise any right, privilege or franchise which it could not lawfully engage in or exercise under the law under which it existed immediately prior to the merger. The resulting corporation shall, within twenty days of the filing of such articles with the state secretary, file a copy thereof, certified by the state secretary, in the registry of deeds in every district in which real property of the merged corporation, association or trust is situated, and with the clerk of every town where such association or trust had a usual place of business, or, in lieu of such certified copy, a certificate issued pursuant to section forty-six F evidencing the filing of such articles with the state secretary.

M.G.L. c. 156, § 46B Corporations authorized to consolidate; method

c. 156, § 46B. Corporations authorized to consolidate; method 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 of articles of amendment, approved as hereinafter provided, which shall be entitled ''Amendment—Articles of consolidation of and into , pursuant to section forty-six B of chapter one hundred and fifty-six of the General Laws'', the blank spaces, other than the last blank space, being filled with the names of the constituent corporations and the last blank space being filled with the name of the corporation formed by the consolidation, herein and in sections forty-six C and forty-six D called the consolidated corporation, and shall set forth: 1. The name of each corporation to be included in the consolidation. 2. The total number of shares which each corporation included in the consolidation has been authorized to issue, the par value, if any, the terms thereof, and the amount of stock issued, set forth in the manner provided in section forty-four. 3. (a) The name of the consolidated corporation, which name may be that of any of the constituent corporations or any other name permitted by section nine of chapter one hundred and fifty-five. (b) The location of the principal office of the consolidated corporation in the commonwealth, or elsewhere in the case of a corporation formed to do business wholly outside the commonwealth. (c) The purposes for which the consolidated corporation is formed and the nature of the business to be transacted, and, if formed for the purposes mentioned in section seven, a statement limiting the term of said consolidated corporation to fifty years. (d) The total amount of capital stock of the corporation to be authorized and the number of shares into which the capital stock is to be divided, and the par value of the shares, which shall not be less than one dollar, and the number of shares without par value to be authorized. (e) The restrictions, if any, imposed upon the transfer of shares. (f) If there are two or more classes of stock, a description of the different classes and a statement of the terms on which they are to be created and the method of voting thereon. (g) Any other lawful provisions for the conduct and regulation of the business of the consolidated corporation, for its voluntary dissolution, or for limiting, defining or regulating the powers of the consolidated corporation, or of its directors, or stockholders, or of any class of stockholders. 4. A statement in accordance with the requirements of section sixteen, setting forth the amount of capital stock proposed to be issued and the consideration therefor. The amount of consideration received by the consolidated corporation for the issuance of such of its shares as are substituted upon conversion for previously issued and outstanding shares of the constituent corporations shall be deemed to be the amount for which such previously issued shares were issued. The aggregate par value of the shares with a par value of the consolidated corporation substituted upon conversion for previously issued and outstanding shares of the constituent corporations shall not exceed the aggregate value of the property of the constituent corporations. 5. The terms and conditions of the consolidation, if any; the mode of carrying same into effect and the manner of converting the shares of each of the constituent corporations into shares of the consolidated corporation, or, if the consolidated corporation is to be one of the constituent corporations and the outstanding shares of such surviving constituent corporation are not to be changed, the manner of converting the shares of each of the other constituent corporations into shares of the consolidated corporation. The articles of consolidation may contain such other provisions as might be included in an agreement of association, or amendments thereto, pursuant to this chapter, together with any provisions deemed necessary or desirable in connection with the consolidation, but no articles of consolidation shall be deemed to confer upon the consolidated corporation any powers, rights, privileges or franchises inconsistent with this chapter. The articles of consolidation shall be approved by each constituent corporation by affirmative vote, at a meeting called for the purpose, of two thirds of each class of stock outstanding and entitled to vote, or by a larger vote if the agreement of association or act of incorporation so requires. Notice of such meeting, stating the action proposed to be taken thereat, shall be mailed to every stockholder of each constituent corporation at least thirty days prior to such meeting. Such articles of consolidation shall be signed and sworn to by the president, treasurer and a majority of the board of directors of each constituent corporation, who shall make affidavit stating that they have been authorized to execute and file said articles by vote of the stockholders in accordance with the foregoing requirements. The articles of consolidation shall be submitted to the secretary within thirty days of the last of said stockholders' meetings. The secretary shall examine them as in the case of articles of organization, and if he finds that they conform to law shall so certify and endorse his approval thereon. Thereupon the articles of consolidation shall be filed in the office of the state secretary. The fee to be paid to the state secretary for filing the articles of consolidation shall be determined annually by the commissioner of administration under the provision of section three B of chapter seven. No amendment or alteration shall take effect until the articles of consolidation have been filed as aforesaid, and, upon such filing, the articles of organization, charter, or special act incorporating any constituent corporation surviving the consolidation shall be deemed amended to the extent necessary to make them or it conform to the articles of consolidation. The consolidated corporation shall within twenty days of the filing of the articles of consolidation with the state secretary file a certified copy thereof in the registry of deeds in every district in which real property of any constituent corporation is situated, or, in lieu of such certified copy, a certificate issued pursuant to section forty-six F evidencing the filing of such articles with the state secretary. The term ''constituent'' as used in sections forty-six B to forty-six D, inclusive, shall include ''merged''.

M.G.L. c. 156, § 46C Effect of consolidation

c. 156, § 46C. Effect of consolidation 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 corporations and all of their property, real, personal and mixed, and all the debts due on whatever account to any of them, as well as all stock subscriptions and other choses in action belonging to any of them, shall be transferred to and vested in the consolidated corporation, without further act or deed, and all claims, demands, property and other interest shall be the property of the consolidated corporation, and the title to all real estate, vested in any of the constituent corporations, shall not revert or be in any way impaired by reason of the consolidation, but shall be vested in the consolidated corporation. The rights of creditors of any constituent corporation shall not in any manner be impaired, nor shall any liability or obligation, including taxes due or to become due, or any claim or demand in any cause existing against such corporation, or any stockholder or officer thereof, be released or impaired, by any such consolidation, but such consolidated corporation shall be deemed to have assumed, and shall be liable for, all liabilities and obligations of each of the constituent corporations in the same manner and to the same extent as if such consolidated corporation had itself incurred such liabilities or obligations. The stockholders and officers of the constituent corporations shall continue subject to all the liabilities, claims and demands existing against them as such at or before the consolidation and no action or proceeding then pending before any court or tribunal in which any constituent corporation is a party, or in which any such stockholder or officer is a party, shall abate or be discontinued by reason of such consolidation, but may be prosecuted to final judgment as though no consolidation had taken place, or such consolidated corporation may be substituted as a party in place of any constituent corporation by the court in which such action or proceeding is pending.

M.G.L. c. 156, § 46D Merger or consolidation with foreign corporation; method; liability of directors

c. 156, § 46D. Merger or consolidation with foreign corporation; method; liability of directors 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 state permit, to form one corporation, which may be a new corporation or one of the constituent corporations, by the filing of articles of amendment, approved as hereinafter provided, which shall be entitled ''Amendment—Articles of consolidation of and into , pursuant to section forty-six D of chapter one hundred and fifty-six of the General Laws'', the blank spaces, other than the last blank space, being filled with the names of the constituent corporations and the states in which they are incorporated, and the last blank space being filled in with the name of the consolidated corporation. Said articles shall set forth: (a) If the consolidated corporation is to be a domestic corporation: 1. The name of each corporation included in the consolidation and, in the case of a corporation incorporated under the laws of another state, the name of such state, the date of incorporation, and, if it is authorized to transact business in this commonwealth, the date on which it qualified in accordance with chapter one hundred and eighty-one. 2. Such further information as is required to be or may be set forth in accordance with section forty-six B. (b) If the consolidated corporation is to be incorporated under the laws of another state: 1. The information required under clause (a) hereof. 2. The consolidated corporation shall agree that it may be sued in this commonwealth for any prior obligation of any constituent domestic corporation, any prior obligations of any constituent foreign corporation qualified under subdivision A of Part 15 of chapter 156D and any obligation thereafter incurred by the consolidated corporation, including the obligation established by section 46E of this chapter, so long as any liability remains outstanding against the corporation in this commonwealth, and it shall irrevocably appoint the secretary as its agent to accept service of process in the same manner as provided in said subdivision A of said Part 15 of said chapter 156D. The articles of consolidation shall be approved by each constituent corporation by the affirmative vote, at a meeting called for the purpose, of two thirds of each class of stock outstanding and entitled to vote, or by a larger vote if the agreement of association or act of incorporation so requires. Notice of such meeting shall be given as provided in section forty-six B and in compliance with the laws of the state under which such constituent corporation was organized. The articles of consolidation shall be signed and sworn to by the president, treasurer and a majority of the board of directors of each constituent corporation, who shall make affidavit stating that they have been authorized to execute and file such articles by vote of the stockholders in accordance with the foregoing requirements. The articles of consolidation shall be submitted to the secretary within thirty days of the last of said stockholders' meetings. The secretary shall examine them as in the case of articles of organization and, if he finds that they conform to law, he shall so certify and endorse his approval thereon. Thereupon the articles of consolidation shall be filed in the office of the state secretary and the consolidation shall become effective. If the consolidated corporation is to be a domestic corporation or a foreign corporation, the fee to be paid to the state secretary for filing the articles of consolidation shall be determined annually by the commissioner of administration under the provision of section three B of chapter seven. When any consolidation becomes effective the articles of organization, charter, or special act incorporating any constituent domestic corporation surviving the consolidation shall be deemed amended to the extent necessary to make the same conform to the articles of consolidation. The consolidated corporation shall, within twenty days of the filing of the articles of consolidation with the state secretary, file a certified copy thereof in the registry of deeds in every district in which real property of any constituent corporation is situated, or, in lieu of such certified copy, a certificate issued pursuant to section forty-six F evidencing the filing of such articles with the state secretary. Section forty-six C shall apply to corporations consolidated pursuant to this section. The directors who sign articles of consolidation as provided in sections forty-six B to forty-six D, inclusive, and the officers and directors who sign any amendment thereof, shall be jointly and severally liable to any stockholder of the consolidated corporation for actual damages caused by any statement therein which is false and which they know, or on reasonable examination could have known, to be false.

M.G.L. c. 156, § 46E Consolidations; remedy of dissenting shareholders

c. 156, § 46E. Consolidations; remedy of dissenting shareholders 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, at the meeting of stockholders, has voted against such consolidation, if entitled to vote, or, if not entitled to vote, has registered his disapproval in writing with the corporation at or before said meeting, may, within thirty days after the date on which the articles of consolidation were filed, make a written demand upon the consolidated corporation for payment for his stock. If such corporation and the stockholder cannot agree upon the value of the stock at the date of the consolidation, such value shall be ascertained and the stock paid for by and transferred to the consolidated corporation in the manner provided in section forty-six.

M.G.L. c. 156, § 46F Certificates of merger or consolidation; issuance by state secretary

c. 156, § 46F. Certificates of merger or consolidation; issuance by state secretary 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 state secretary shall issue a certificate in such form as he shall prescribe, evidencing the filing in the office of the state secretary of any articles of amendment pursuant to section forty-six A, or of any articles of consolidation pursuant to section forty-six B or section forty-six D.

M.G.L. c. 156, § 47 Annual report of condition; contents

c. 156, § 47. Annual report of condition; contents 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 annual meeting, or the final adjournment of said meeting, prepare and submit to the secretary a report of condition which shall be signed and sworn to by an officer of the corporation, stating:— 1. The name of the corporation. 2. The location (with street address) of its principal office in the commonwealth, and elsewhere in the case of a corporation organized to do business wholly outside the commonwealth. 3. The total amount of its authorized capital stock so far as it consists of shares with par value, and the total number of its shares without par value authorized to be issued; the amount of stock with par value, and the number of shares without par value, issued and outstanding and the amount then paid thereon; the class or classes, if any, into which it is divided; the par value, if any, and the number of its shares. 4. The names and addresses of all the directors and officers of the corporation, and the date at which the term of office of each expires.

M.G.L. c. 156, § 48 Annual report of condition; approval; filing; public inspection

c. 156, § 48. Annual report of condition; approval; filing; public inspection 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 upon the payment of the fee required by section fifty-five, it shall be filed in the office of the state secretary, who shall receive and preserve it in book form convenient for reference and open to public inspection.

M.G.L. c. 156, § 49 Repealed, 1977, 98, Sec. 3

M.G.L. c. 156, § 50 Failure to file report of condition; penalty

c. 156, § 50. Failure to file report of condition; penalty 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, to such corporation of its default. If it omits to file such report within thirty days after such notice of default has been given, it shall forfeit to the commonwealth not less than five nor more than ten dollars for each day for fifteen days after the expiration of the said thirty days, and not less than ten nor more than two hundred dollars for each day thereafter during which such default continues, or any other sum, not greater than the maximum penalty or forfeiture, which the court may deem just and equitable. If a corporation fails for two successive years to file its annual report of condition, the supreme judicial court, upon application by the secretary, after notice and hearing, may decree a dissolution of the corporation.

M.G.L. c. 156, § 51 Appointment of receiver

c. 156, § 51. Appointment of receiver 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 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 the officer real or personal property belonging to it and subject to be taken on execution sufficient to satisfy the same, and the execution has been returned unsatisfied, one or more receivers may be appointed with the powers and duties provided in, and subject to, said section.

M.G.L. c. 156, § 52 Failure to file certificates or reports

c. 156, § 52. Failure to file certificates or reports 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 forty-seven, may be recovered in an action brought in Suffolk county in the name of the commonwealth, or they may be recovered by an information in equity in the name of the attorney general at the relation of the secretary, brought in the supreme judicial court in Suffolk county. Upon such information, the court may issue an injunction restraining the further prosecution of the business of the corporation until such penalties or forfeitures, with interest and costs, have been paid and until such certificate or report has been filed.

M.G.L. c. 156, § 53 Filing of articles of organization; fees

c. 156, § 53. Filing of articles of organization; fees 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 be determined annually by the commissioner of administration under the provision of section three B of chapter seven.

M.G.L. c. 156, § 54 Certain certificates; determination of fees

c. 156, § 54. Certain certificates; determination of fees 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 seven: A certificate providing for an increase of capital stock with par value. A certificate providing for a change of shares with par value to shares without par value, whether or not the capital is changed thereby. A certificate providing for an increase in the number of shares without par value, whether or not the capital is changed thereby. A certificate providing for a change of shares without par value into shares with par value or for an exchange of shares without par value for shares with par value, whether or not an increase or decrease or no change in the capital is provided for.

M.G.L. c. 156, § 55 Filing of other amendments, certificates, statements and reports; fees

c. 156, § 55. Filing of other amendments, certificates, statements and reports; fees 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 under the provision of section three B of chapter seven for each amendment, certificate, statement or report, but no fee shall be paid for filing the certificate of change of officers or of annual meeting required by section twenty-four or twenty-nine or the annual tax return required by sections thirty-five and forty of chapter sixty-three.

Source: Massachusetts General Court (malegislature.gov)URL: https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter156Fetched: 10/20/2026