GENERAL PROVISIONS RELATIVE TO CORPORATIONS

M.G.L. pt. Part I, tit. Title XXII, ch. c. 155

in effect

M.G.L. c. 155, § 1 Application of chapter; secretary defined

c. 155, § 1. Application of chapter; secretary defined Section 1. This chapter, unless expressly limited in its application, shall apply to all corporations created by or organized under the laws of the commonwealth, except incorporated domestic insurance companies, and except corporations subject to chapter 156A or corporations subject to chapter 156B or chapter 156D or chapter 164 or sections 1 through 11D of chapter 165 or chapter 180 except that section 2B of this chapter shall apply to all corporations subject to any of said chapters and except insofar as such provisions are inconsistent with other provisions of law relative to particular corporations or classes of corporations, and the provisions shall apply to all corporations created by or organized under laws other than those of the commonwealth so far as they are made applicable to them by reference in this or any other chapter. In this chapter, unless the context otherwise requires, ''secretary'' or ''state secretary'' means the secretary of the commonwealth.

M.G.L. c. 155, § 2 Examination of certificates and reports by state secretary; records; reports

c. 155, § 2. Examination of certificates and reports by state secretary; records; reports Section 2. The secretary shall examine the certificates and reports relative to corporations submitted to him under the provisions of law, and make suitable endorsements upon such as conform to the requirements of law. He shall keep a record of the names of corporations which submit certificates to his inspection, of the date of inspection and of his certificates when given, and of the results in brief of his inspection. He shall report to the attorney general instances of neglect or omission on the part of corporations to comply with the provisions of law for the enforcement of the penalties therefor. The secretary shall on each business day furnish to the commissioner of revenue a list of all applications for incorporation, changes in corporate structure or powers, and proposals for the merger, dissolution, or revival of corporations filed on the next preceding business day, and shall also furnish to said commissioner, without cost, copies of such other documents relative to corporations as said commissioner may request.

M.G.L. c. 155, § 2A Repealed, 1971, 819, Sec. 2

M.G.L. c. 155, § 2B Clinics, hospitals, rest homes, etc., approval of articles of organization and amendments

c. 155, § 2B. Clinics, hospitals, rest homes, etc., approval of articles of organization and amendments Section 2B. Upon approving articles of organization in connection with the proposed incorporation of a clinic, hospital, convalescent or nursing home, infirmary, rest home, or like entity requiring a license from the department of public health, or upon approving an amendment to the articles of organization of an existing corporation to give it the power to operate such an entity, the state secretary shall transmit a copy of such articles of organization or articles of amendment to the department of public health.

M.G.L. c. 155, § 3 Acts of incorporation and corporate organizations subject to legislative action

c. 155, § 3. Acts of incorporation and corporate organizations subject to legislative action Section 3. Every act of incorporation passed since March eleventh, eighteen hundred and thirty-one, shall be subject to amendment, alteration or repeal by the general court. All corporations organized under general laws shall be subject to such laws as may be hereafter passed affecting or altering their corporate rights or duties or dissolving them. Corporations shall, notwithstanding such repeal or dissolution, be subject to sections fifty-one and fifty-two. Such laws of amendment, alteration or repeal or such dissolution shall not take away or impair any remedy which may exist by law consistently with said sections against the corporation, its members or officers, for a liability previously incurred.

M.G.L. c. 155, § 3A Public service corporations; deposit of funds

c. 155, § 3A. Public service corporations; deposit of funds Section 3A. After December thirty-first, nineteen hundred and twenty-four, all deposits of funds of public service corporations, except common carriers under the supervision of the interstate commerce commission, shall be made by the officers of the corporations in national banks, duly chartered trust companies, savings banks, co-operative banks or federal savings and loan associations; but the foregoing provision shall not apply to any deposit for a period of not more than sixty days made for the purpose of meeting obligations maturing within said period or to any deposit for a similar period of time resulting from the sale of obligations or securities.

M.G.L. c. 155, § 4 Public service corporations; misleading use of names or titles

c. 155, § 4. Public service corporations; misleading use of names or titles Section 4. No person owning, holding or controlling shares of stock of any public service corporation shall hereafter use any name or title or other words that, in the opinion of the department of public utilities or the department of telecommunications and cable, might lead the public to believe that such person is a public service corporation or that its business is that of a public service corporation.

M.G.L. c. 155, § 5 Violations of Sec. 4; investigation; penalties; injunction

c. 155, § 5. Violations of Sec. 4; investigation; penalties; injunction Section 5. The department of public utilities or the department of telecommunications and cable may investigate and determine whether any person is violating the preceding section; and any person violating any provision thereof shall forfeit to the commonwealth one hundred dollars a day for every day or part thereof during which such violation continues after the determination aforesaid. Any such violation shall forthwith be reported by the department to the attorney general, after said determination and notice thereof to such person. The said forfeiture may be recovered by an information or other appropriate proceeding brought in the supreme judicial or superior court in the name of the attorney general. Upon such information or other proceeding the court may issue an injunction restraining such person from further prosecution of his business within the commonwealth during the pendency of such proceeding or for all time, and may make such other order or decree as equity and justice may require. This and the preceding section shall not apply to the continued use by any person of any name or title adopted prior to April seventeenth, nineteen hundred and thirteen.

M.G.L. c. 155, § 5A Allowances for depreciation ordered set aside by department of utilities or department of telecommunications and cable

c. 155, § 5A. Allowances for depreciation ordered set aside by department of utilities or department of telecommunications and cable Section 5A. If, when the department of public utilities or the department of telecommunications and cable, as required by law, approves an issue of stock, bonds, coupon notes or other evidences of indebtedness of a company under its supervision, or passes upon the price, rates, charges or service of such company, it determines that the provision made by such company for the depreciation of its property has been inadequate, the department shall order such company to set aside out of earnings such allowances for depreciation and for such period or periods as the department may from time to time prescribe. All moneys required by such order to be so set aside shall be kept as a separate fund and shall not, without the further order of the department, be used for any other purpose than for renewals other than ordinary repairs, or for extensions, reconstruction and enlargements of and additions to plant, and the department shall prescribe in its order such requirements relative to the creation and maintenance of such fund and its devotion to such aforesaid authorized uses as it may deem advisable. All orders and decisions of the department under the provisions of this section shall be enforced as provided in section sixteen of chapter one hundred and sixty-four.

M.G.L. c. 155, § 6 General powers

c. 155, § 6. General powers Section 6. A corporation may, in its corporate name, sue and be sued, appear, prosecute and defend to final judgment or decree and execution; have a corporate seal, which it may alter at pleasure; elect in such manner as it may determine all necessary officers, fix their compensation and define their duties and obligations; and make by-laws and regulations consistent with law for its own government, the due and orderly conduct of its affairs and the management of its property. The clerk, or recording officer with the powers of clerk, shall be a resident of the commonwealth and shall be sworn.

M.G.L. c. 155, § 7 Content of by-laws

c. 155, § 7. Content of by-laws Section 7. Every corporation, except those governed by chapter one hundred and fifty-six, may by its by-laws, except as otherwise expressly provided, determine the manner of calling and conducting its meetings; the number of members which shall constitute a quorum; the number of shares which shall entitle the members to one or more votes; the mode of voting by proxy; the mode of selling shares for the payment of assessments; and the tenure of office of the several officers; and may annex suitable penalties to such by-laws, not exceeding twenty dollars for one offence; but no by-law inconsistent with law shall be made by a corporation.

M.G.L. c. 155, § 8 Conveyance of land

c. 155, § 8. Conveyance of land Section 8. A corporation may convey land to which it has a legal title. Any recordable instrument purporting to affect an interest in real estate, executed in the name of a corporation by the president or a vice president and the treasurer or an assistant treasurer, who may be one and the same person, shall be binding on the corporation in favor of a purchaser or other person relying in good faith on such instrument notwithstanding inconsistent provisions of the articles of organization, certificate of incorporation, charter, special act of incorporation, constitution, by-laws, resolutions or votes of the corporation. This section shall apply to foreign corporations, as defined in subsection (a) of section 1.40 of subdivision D of Part 1 of chapter 156D, as well as to corporations included within section 1.

M.G.L. c. 155, § 9 Name of corporation; exception

c. 155, § 9. Name of corporation; exception Section 9. A corporation organized under general laws may assume any name which, in the judgment of the secretary, indicates that it is a corporation; but it shall not assume the name or trade name of another corporation established under the laws of the commonwealth, or of a corporation, firm, association or person carrying on business in the commonwealth, at the time of incorporation or change of name of the corporation assuming any such name or within three years prior thereto, or assume a name so similar thereto or a name which is under reservation for another or proposed corporation under the laws of the commonwealth as to be likely to be mistaken for it, except with the written consent of the said existing corporation, firm or association or of such person previously filed with the secretary; provided, however, that the name of any corporation formed for the purpose of acting as an insurance agent, insurance broker, or adjuster of fire losses shall be subject to the prior written approval of the commissioner of insurance. The supreme judicial or superior court shall have jurisdiction in equity, upon the application of any person interested or affected, to enjoin such corporation from doing business under a name assumed in violation of any provision of this section, although articles of organization or articles of amendment may have been approved and filed and a certificate of incorporation issued. If within thirty days of the date when the certificate or articles of organization of any corporation are filed in the office of the state secretary any corporation or person in whose name a corporate name is under reservation, or any other corporation established under the laws of the commonwealth, or a corporation, firm, association or person carrying on business in the commonwealth at the time when such certificate or articles are so filed, or within three years prior thereto, shall protest in writing to the secretary that the name under reservation, or the name assumed by the corporation the certificate or articles of organization of which have been so filed is the same as the name or trade name of the party protesting or so similar thereto as to be likely to be mistaken for it, the secretary shall, as soon as reasonably may be, hear the party protesting and the corporation which assumed the name, giving written notice of the hearing to each. If after the hearing the secretary shall be of the opinion that the assuming of the name violates any provision of this section he shall record a statement withdrawing his approval of said certificate or articles in so far as it or they relate to the name assumed by the corporation, such withdrawal to take effect sixty days from the date of recording. After the expiration of said period of sixty days the corporation shall have no right to use the name assumed and may be enjoined from doing business under such name by the supreme judicial or superior court upon application of the attorney general or any person interested or affected. Notwithstanding the foregoing provisions of this section, a church, religious society or other body organized for religious purposes, when incorporating or when changing its corporate name, may assume a name which does not indicate that it is a corporation.

M.G.L. c. 155, § 9A Reservation of corporate name

c. 155, § 9A. Reservation of corporate name Section 9A. Any person intending to organize a corporation under the General Laws, or any corporation organized under the General Laws intending to change its name, or any foreign corporation, as defined in subsection (a) of section 1.40 of subdivision D of Part 1 of chapter 156D, intending to make application for a certificate of authority to transact business in the commonwealth, or any foreign corporation, as so defined, authorized to transact business in the commonwealth and intending to change its name, or any person intending to organize and incorporate a foreign corporation, as so defined, and intending to have the corporation make application for a certificate of authority to transact business in the commonwealth may reserve the exclusive right to the use of a corporate name. The reservation shall be made by filing with the secretary of the commonwealth an application to reserve a specific corporate name, signed by the applicant, accompanied by a fee to be determined annually by the commissioner of administration under the provision of section three B of chapter seven. If the name is available for corporate use, in compliance with the provisions of sections nine and ten, the secretary of the commonwealth shall reserve the name for the exclusive use of the applicant for a period of thirty days, and shall so notify the applicant in writing. The secretary of the commonwealth may extend the reservation for an additional thirty days upon written request of the applicant accompanied by a fee to be determined also under the aforementioned chapter seven provision.

M.G.L. c. 155, § 10 Change of name

c. 155, § 10. Change of name Section 10. A corporation, except one subject to chapter one hundred and fifty-six or chapters one hundred and sixty to one hundred and sixty-three, inclusive, 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, in case such corporation has no capital stock, by vote of two thirds of the persons legally qualified to vote in meetings of the corporation, or, if such corporation without capital stock is a mutual insurance corporation, by two thirds of the votes of its policyholders cast at such a meeting, or by a larger vote if its agreement of association or by-laws shall so require, change its name; provided, that no corporation subject to section twenty-six of chapter one hundred and eighty shall change its name until after approval of such change by the secretary. Articles of amendment signed and sworn to by the president, treasurer and a majority of the directors or other officers having the powers of directors, shall, within thirty days after such meeting, be prepared, setting forth such amendment and the due adoption thereof. Such articles shall be submitted to the secretary who shall examine them, and if he finds that they conform to the requirements of law, he shall, subject to section thirty of chapter sixty-nine if applicable to such articles, so certify and endorse his approval thereon. Thereupon the secretary shall direct the officers of the corporation to publish in such form as he may see fit, in a newspaper published in the county where the corporation has its principal office or place of business, notice of such change of name. When the secretary is satisfied that such notice has been published as required by him, he shall, upon payment of a fee to be determined annually by the commissioner of administration under the provision of section three B of chapter seven by a corporation subject to the provisions of either chapter one hundred and sixty-four or chapter one hundred and seventy-five and by all other corporations subject to the provisions of this section, grant a certificate of the name which the corporation shall bear, which name shall thereafter be its legal name, and he shall cause the articles of amendment to be filed in his office. In the case of corporations subject to chapter one hundred and seventy-five or one hundred and seventy-six, the approval of the commissioner of insurance shall be required before the state secretary approves the articles of amendment. No articles of amendment changing the name of any corporation shall take effect until they have been filed in the office of the secretary as aforesaid.

M.G.L. c. 155, § 11 Unauthorized business; restraint by injunction

c. 155, § 11. Unauthorized business; restraint by injunction Section 11. Upon an information in equity by the attorney general at the relation of the commissioner, the supreme judicial court may restrain by injunction any corporation from assuming or exercising any franchise or privilege or transacting any kind of business not authorized by its charter and the laws of the commonwealth.

M.G.L. c. 155, § 12 Free hospital beds for employees of corporation; appropriation

c. 155, § 12. Free hospital beds for employees of corporation; appropriation Section 12. Every corporation may, by a vote of a majority of each class of stock outstanding and entitled to vote, appropriate not more than five thousand dollars or an annual sum of not more than five hundred dollars for the support of free beds in one or more hospitals in the commonwealth, for the use of its employees.

M.G.L. c. 155, § 12A Contributions to communities

c. 155, § 12A. Contributions to communities Section 12A. Every corporation may, by vote of its directors, or of its officers having the powers of directors, contribute such sum or sums of money as said directors or officers may determine to be reasonable to any fund being raised by a relief committee or agency approved by the commissioner of public welfare, as evidenced by a writing filed in his office, and formed for the purpose of raising money to be used for the betterment of social and economic conditions in any community in which such corporation is doing business. Nothing in this section shall be construed as directly or indirectly restricting or otherwise affecting, except as herein provided, the rights and powers of any corporation with reference to payments of the nature above specified.

M.G.L. c. 155, § 12B Reciprocal insurance contracts; exchanges

c. 155, § 12B. Reciprocal insurance contracts; exchanges Section 12B. Any corporation organized or to be organized under the laws of the commonwealth shall have full power and authority to participate as a subscriber in the exchanging of insurance contract specified in section ninety-four B of chapter one hundred and seventy-five. The right to participate in the exchanging of such contracts shall be deemed to be incidental to the purposes for which such corporation was organized, and as much granted as the rights and powers expressly conferred.

M.G.L. c. 155, § 12C Contributions for charitable, scientific or educational purposes

c. 155, § 12C. Contributions for charitable, scientific or educational purposes Section 12C. Every corporation may, by its articles of organization or by-laws or by a general or special vote of its stockholders or members, authorize its directors, or its officers having the powers of directors, to make contributions, in such amounts as said directors or officers may determine to be reasonable, to corporations, trusts, funds or foundations, organized and operated exclusively for charitable, scientific or educational purposes, no part of the net earnings of which inures to the benefit of any private shareholder or individual; provided, that in the case of a corporation having capital stock, contributions in any fiscal year shall not in the aggregate exceed one half of one per cent of its capital and surplus as of the end of the preceding fiscal year, unless contributions in excess of one half of one per cent of such capital and surplus shall be authorized by the stockholders of the corporation at a regular or special meeting, and, in the case of a corporation not having capital stock, contributions in any fiscal year shall not in the aggregate exceed one half of one per cent of the surplus of such corporation as of the end of the preceding fiscal year, unless contributions in excess of one half of one per cent of such surplus shall be authorized by the members of the corporation at a regular or special meeting. Nothing in this section shall be construed as directly or indirectly restricting or otherwise affecting, except as herein provided, the rights and powers of any corporation with reference to payments of the nature above specified.

M.G.L. c. 155, § 13 Chartered corporations; time for organization; commencement of corporate existence

c. 155, § 13. Chartered corporations; time for organization; commencement of corporate existence Section 13. A corporation created by special charter shall, if no time is limited therein, be organized within two years after the passage of its act of incorporation. Within thirty days after the final adjournment of the meeting for organization of any such corporation, the recording officer thereof shall make, sign, swear to and file in the office of the state secretary a certificate stating the date on which the meeting for organization was held, the names of the officers elected at such meeting and the amount of capital stock, if any, fixed under its charter. The existence of every corporation organized under general laws, the articles of organization of which are required to be filed with the state secretary, shall begin upon the filing of such articles as aforesaid.

M.G.L. c. 155, § 14 First meeting; holders of privileges prior to organization

c. 155, § 14. First meeting; holders of privileges prior to organization Section 14. The first meeting of such corporation, unless otherwise provided in its act of incorporation, shall be called by a notice, signed by the person or by a majority of the persons named in such act, setting forth the time, place and purposes of the meeting, and delivered seven days at least before the meeting to each member or published in a newspaper of the county where the corporation is established. If all the persons so named shall, in writing, upon the charter or a certified copy thereof, waive such notice and fix the time and place of the meeting, no notice shall be required. The persons so named and their associate subscribers to stock before the date of the act shall hold the franchise or privileges granted until the corporation is organized.

M.G.L. c. 155, § 15 Failure, refusal or neglect to call meeting; alternative method

c. 155, § 15. Failure, refusal or neglect to call meeting; alternative method Section 15. If, by reason of the death or absence of the officers of a corporation, or other cause, there is no person duly authorized to call or preside at a legal meeting, or if the clerk or other officer refuses or neglects to call it, a justice of the peace may, upon written application of three or more of the members or stockholders, or, in case of a corporation organized under chapter one hundred and fifty-six, upon written application of any number of 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, issue a warrant to any one of them, directing him to call a meeting by giving such notice as is required by law, and may in the same warrant direct him to preside at the meeting until a clerk is duly chosen and qualified if no officer is present legally authorized to preside.

M.G.L. c. 155, § 16 Par value of common and preferred shares

c. 155, § 16. Par value of common and preferred shares Section 16. The par value of the common or preferred shares of all corporations shall be one hundred dollars. Any corporation which may be organized with shares of a par value other than one hundred dollars may at a meeting of stockholders called for the purpose change the par value of its shares to that amount if a certificate of such change shall, within ten days thereafter, be made, signed and sworn to by its president, treasurer and a majority of its directors, or other officers having the powers of directors, and, having been approved as to its form by the commissioner, be filed in the office of the state secretary.

M.G.L. c. 155, § 17 Issue at less than par

c. 155, § 17. Issue at less than par Section 17. No corporation shall issue a share for a less amount to be actually paid in thereon than the par value of the shares at the date of issue.

M.G.L. c. 155, § 18 Preferred stock; amount; preferences and voting powers; exceptions

c. 155, § 18. Preferred stock; amount; preferences and voting powers; exceptions Section 18. Every corporation may issue preferred stock of one or more classes to an amount not exceeding at any time the amount of the common stock then outstanding and all cash premiums paid to the company thereon and applied to the purposes of the corporation with such preferences and voting powers or restrictions or qualifications thereof as shall be fixed and determined in the agreement of association at the organization of the corporation; or after organization, as to any such preferred stock or additional class thereof, by a two thirds vote of all the stock entitled to vote thereon or by a by-law adopted by a two thirds vote of all the stock entitled to vote thereon, at a meeting duly called for the purpose. This section shall not apply to corporations organized under chapter one hundred and fifty-six or to railroad corporations or street railway companies.

M.G.L. c. 155, § 19 Preferred stock; content of certificate

c. 155, § 19. Preferred stock; content of certificate Section 19. Such stock shall be issued subject to all general laws governing the issue of capital stock; and each certificate subsequently issued of stock in the corporation shall have fully and plainly printed thereon the preferences and voting powers or restrictions or qualifications thereof as fixed and determined in respect of each class of preferred stock pursuant to the provisions of section eighteen.

M.G.L. c. 155, § 20 Increase of capital stock; notice of vote; disposition of new shares

c. 155, § 20. Increase of capital stock; notice of vote; disposition of new shares Section 20. If a corporation, not subject to chapter one hundred and fifty-six, increases its capital stock and no other provision therefor is made by law, its directors shall forthwith give written notice thereof to each stockholder who was such at the date of the vote to increase, stating the amount of the increase, the number of shares or fractions of shares of the new stock which such stockholder is entitled to take, and the time, not less than thirty days after the date of such vote, within which such new stock shall be taken; and, within said time, each stockholder may take at par his proportion of such new shares, according to the number of his shares at the date of such vote to increase. If, at the expiration of said time, any shares remain untaken, the directors shall sell them by public auction for the benefit of the corporation at not less than the par value thereof.

M.G.L. c. 155, § 21 Voting rights, etc. of persons in representative or fiduciary capacity

c. 155, § 21. Voting rights, etc. of persons in representative or fiduciary capacity Section 21. An executor, administrator, guardian, conservator, trustee or person in any other representative or fiduciary capacity shall represent the shares of his trust at all meetings of a corporation, and may vote as a stockholder.

M.G.L. c. 155, § 22 Records available for inspection by shareholders; record date of right to vote or to other rights

c. 155, § 22. Records available for inspection by shareholders; record date of right to vote or to other rights Section 22. The agreement of association, an attested copy of the articles of organization or of articles in amendment of said agreement or of said articles and of the by-laws, with a reference on the margin of the copy of the by-laws to all amendments thereof, and a true record of all meetings of stockholders shall be kept by every corporation at its principal office in the commonwealth for the inspection of its stockholders. The stock and transfer books of every corporation, which shall contain a complete list of all stockholders, their residences and the amount of stock held by each, shall be kept at an office of the corporation in the commonwealth for the inspection of its stockholders. Said stock and transfer books and said attested copies and records shall be competent evidence in any court of the commonwealth. If any officer or agent of a corporation having charge of such copies, books or records refuses or neglects to exhibit them or to submit them to examination as aforesaid, he or the corporation shall be liable to any stockholder for all actual damages sustained by reason of such refusal or neglect, and the supreme judicial or superior court shall have jurisdiction in equity, upon petition of a stockholder, to order any or all of said copies, books or records to be exhibited to him and to such other stockholders as may become parties to said petition, at such a place and time as may be designated in the order, but in an action for damages or a proceeding in equity under this section for neglect or refusal to exhibit for inspection the stock and transfer books, it shall be a defence that the actual purpose and reason for the inspection sought are to secure a list of stockholders for the purpose of selling said list or copies thereof or of using the same for a purpose other than in the interest of the applicant, as a stockholder, relative to the affairs of the corporation. The board of directors of any corporation having capital stock may fix in advance a time which, unless a shorter period is provided in the agreement of association or articles of organization or the by-laws of the corporation, shall be not more than sixty days before the date of any meeting of stockholders or the date for the payment of any dividend or the making of any distribution to stockholders or the last day on which the consent or dissent of stockholders may be effectively expressed for any purpose, as the record date for determining the stockholders having the right to notice of and to vote at such meeting, and any adjournment thereof or the right to receive such dividend or distribution or the right to give such consent or dissent, and in such case only stockholders of record on such record date shall have such right, notwithstanding any transfer of stock on the books of the corporation after the record date; or without fixing such record date the board of directors may for any of such purposes close the transfer books for all or any part of such period. In the case of any corporation having capital stock but not having directors the authority conferred by this section may be exercised by the board of trustees or other officers having the powers of directors.

M.G.L. c. 155, § 23 Shareholders list; filing; failure to file

c. 155, § 23. Shareholders list; filing; failure to file Section 23. A corporation not subject to chapter one hundred and fifty-six shall within fifteen days after a written request by a stockholder thereof, made not less than thirty nor more than sixty days prior to the time fixed for the annual meeting of stockholders, cause a complete list of the stockholders as of the sixtieth day prior to the time so fixed, with the residence of and the number of shares belonging to each stockholder, to be made and filed in the office of the state secretary. The list shall be in such form as the secretary shall require or approve, and shall be signed and sworn to by the treasurer of the corporation or by some other officer cognizant of the facts specially appointed by the corporation to make the same. If a corporation and its treasurer or other officer so specially appointed omits or neglects to cause a list of stockholders to be so made and filed, they shall each forfeit not more than one thousand dollars to be recovered in the manner provided in section forty-two of chapter one hundred and fifty-eight.

M.G.L. c. 155, § 23A Repealed, 1938, 445, Sec. 13

M.G.L. c. 155, § 24 to 44 Repealed, 1957, 765, Sec. 2

M.G.L. c. 155, § 45 Record transfer of stock not paid for

c. 155, § 45. Record transfer of stock not paid for Section 45. Stock shall not be transferred on the books of a corporation if any instalments thereon remain overdue and unpaid.

M.G.L. c. 155, § 46 New certificates upon transfer or pledge

c. 155, § 46. New certificates upon transfer or pledge Section 46. A pledgee of stock transferred as collateral security shall be entitled to a new certificate if the instrument of transfer substantially describes the debt or duty which is intended to be secured thereby. Such new certificate shall express on its face that it is held as collateral security, and the name of the pledgor shall be stated thereon, who alone shall be liable as a stockholder, and entitled to vote thereon.

M.G.L. c. 155, § 47 Publication of unclaimed dividend list

c. 155, § 47. Publication of unclaimed dividend list Section 47. Every corporation shall, once in every five years, publish three times successively in a newspaper in Boston, and also in a newspaper in the county where the corporation is established, a list of all dividends which have remained unclaimed for two years or more and the names of the persons to whose credit such dividends stand.

M.G.L. c. 155, § 48 False statements; penalty

c. 155, § 48. False statements; penalty Section 48. Whoever knowingly makes, executes, files or publishes any report or statement required by law to be made, executed, filed or published by a corporation in this commonwealth, whether such corporation is organized under the laws of this commonwealth or elsewhere, or whoever causes the same to be done, which report or statement is false in any material representation, shall be punished by a fine of not more than five thousand dollars or by imprisonment for not more than three years, or both.

M.G.L. c. 155, § 49 Statement required by foreign law; penalty for falsifying

c. 155, § 49. Statement required by foreign law; penalty for falsifying Section 49. Whoever knowingly makes, executes or publishes any report or statement required by the law of another state or country to be made, executed, or published by a corporation, or whoever causes the same to be done, within this commonwealth, which report or statement is false in any material representation, shall be punished by a fine of not more than five thousand dollars or by imprisonment for not more than three years, or both.

M.G.L. c. 155, § 50 Voluntary dissolution

c. 155, § 50. Voluntary dissolution Section 50. A corporation which desires to close its affairs may, unless otherwise provided in the agreement of association, by the vote of a majority of its members if it has no capital stock, otherwise by a 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 a petition for its dissolution to be filed in the supreme judicial or superior court setting forth in substance the grounds of the application, or such a petition may be so filed by the holder or holders of not less than forty per cent of the capital stock issued and outstanding and entitled to vote of a corporation subject to chapter one hundred and fifty-six, if the votes of its board of directors and of its stockholders are equally divided on a question affecting the general management of the affairs of the corporation, or if the votes of its stockholders are equally divided in the election of directors, and there appears to be no way of reaching an agreement and breaking such deadlock; and the court, after notice to parties interested and a hearing, may decree a dissolution of the corporation. A corporation so dissolved shall be held to be extinct in all respects as if its corporate existence had expired by the limitation of its charter.

M.G.L. c. 155, § 50A Failure to file reports or returns; application of secretary or commissioner to dissolve

c. 155, § 50A. Failure to file reports or returns; application of secretary or commissioner to dissolve Section 50A. If a corporation has failed to comply with the provisions of law requiring the filing of reports with the state secretary or tax returns with the commissioner of revenue for two consecutive years, or if the secretary is satisfied that a corporation has become inactive and that its dissolution would be in the public interest, said secretary or said commissioner may apply to the supreme judicial court for its dissolution, and the court, after notice by mail or otherwise as it may order, may decree such dissolution subject to the provisions of sections fifty-one, fifty-two and fifty-six. The said secretary or said commissioner may include as many corporations in a single application as they deem fit and the court may include in its decree any or all thereof. The secretary or the commissioner shall furnish to each county law library within the commonwealth, upon application therefor, a copy, mimeographed or otherwise prepared as he shall determine, of the list of the corporations dissolved as herein provided.

M.G.L. c. 155, § 51 Continuation to close affairs

c. 155, § 51. Continuation to close affairs Section 51. Every corporation whose charter expires by its own limitation or is annulled by forfeiture or otherwise, or whose corporate existence for other purposes is terminated in any other manner, shall nevertheless be continued as a body corporate for three years after the time when it would have been so dissolved for the purpose of prosecuting and defending suits by or against it and of enabling it gradually to settle and close its affairs, to dispose of and convey its property and to divide its capital stock, but not for the purpose of continuing the business for which it was established; provided, that the corporate existence of such a corporation, for the purposes of any suit brought by or against it within said period of three years, shall continue beyond said period for a further period of sixty days after the final judgment in the suit.

M.G.L. c. 155, § 51A Distribution of assets on petition; notice; liability of directors

c. 155, § 51A. Distribution of assets on petition; notice; liability of directors Section 51A. At any time within the period of three years or the extension of such period by reason of the pendency of any suit, as provided in section fifty-one, such corporation may petition the supreme judicial or superior court for leave to distribute the whole or part of its assets to the stockholders entitled thereto, and, after notice by certified or registered mail to the secretary and to all known creditors and by publication once a week for three successive weeks in a newspaper of general circulation published in the city or town in which the principal office of the corporation is located, or in the county if no such newspaper is published in said city or town, the court may, after hearing, upon a finding that the interests of creditors, if any, and those of the commonwealth, if any, are reasonably protected, enter a decree permitting such distribution; and the directors shall not be subject to the liability set forth in section thirty-seven of chapter one hundred and fifty-six, on account of their declaration or assent to a dividend, including one or more liquidating dividends, to the stockholders entitled thereto, in accordance with said decree.

M.G.L. c. 155, § 52 Appointment of receivers; powers; term

c. 155, § 52. Appointment of receivers; powers; term Section 52. If the charter of the corporation expires or is annulled, or if the corporation is dissolved as provided in section fifty, or if its corporate existence for other purposes is terminated in any other manner, the supreme judicial or superior court, upon application of a creditor, stockholder or member, shall have jurisdiction in equity to appoint one or more receivers to take charge of its estate and effects and to collect the debts and property due and belonging to it, with power to prosecute and defend suits in its name or otherwise, to appoint agents under them and to do all other acts which might be done by such corporation, if in being, which may be necessary for the final settlement of its unfinished business. The powers of such receivers and the existence of the corporation may be continued as long as the court finds necessary for said purposes.

M.G.L. c. 155, § 53 Payment of debts; distribution of surplus

c. 155, § 53. Payment of debts; distribution of surplus Section 53. The receivers shall pay all debts due from the corporation if the funds in their hands are sufficient therefor; and if they are not, they shall distribute them ratably among the creditors who prove their debts in the manner directed by any decree of the court for that purpose. If there is a balance remaining after the payment of the debts, the receivers shall distribute and pay it to those who are justly entitled thereto as having been stockholders or members of the corporation, or their legal representatives.

M.G.L. c. 155, § 54 Surrender of certificate of incorporation; notice

c. 155, § 54. Surrender of certificate of incorporation; notice Section 54. If a petition, signed and sworn to by a majority in interest of the stockholders of a railroad or street railway company organized under general laws or by a majority in number or interest of the members of any other corporation organized under the general laws, except a corporation created for the purpose of business or profit having a capital stock divided into shares or which is under the supervision of the commissioner of insurance, has, with the certificate of incorporation, been filed in the office of the state secretary, stating that such members desire to surrender the certificate of incorporation and to have the corporation dissolved and giving their reasons therefor, the state secretary, if he considers such reasons sufficient, shall require the petitioners to publish a notice in one or more newspapers in the county where the corporation is located stating that, for reasons which appear to him sufficient, the certificate of incorporation of the corporation therein named is annulled. Upon the filing by the petitioner with the state secretary of a copy of each newspaper in which the notice of dissolution was ordered to be published, the corporation shall be dissolved, subject to the three preceding sections.

M.G.L. c. 155, § 55 Return to state secretary of decree of dissolution

c. 155, § 55. Return to state secretary of decree of dissolution Section 55. If a corporation is dissolved or annulled, the clerk of the court in which the decree therefor is entered shall forthwith make return thereof to the state secretary, giving the name of the corporation and the date upon which such decree was entered.

M.G.L. c. 155, § 56 Revival of corporations dissolved under provisions of Sec. 50A

c. 155, § 56. Revival of corporations dissolved under provisions of Sec. 50A Section 56. If the secretary finds that a corporation has been dissolved subject to the provisions of this section by act of the general court or under the provisions of section fifty A and that such corporation ought to be revived for all purposes or for any specified purpose or purposes with or without limitation of time, he may, not later than five years after the effective date of said act or after the date of the court decree dissolving such corporation under authority of said section fifty A, as the case may be, upon application by an interested party, file in his office a certificate, in such form as he may prescribe, reviving such corporation as aforesaid; and provided, further, that if the sole purpose of the revival of such a dissolved corporation is to enable it to convey title to property or to sell and convey property and to distribute the proceeds among those entitled thereto, and if the revival is for a period not exceeding one year, the secretary may file such certificate of revival at any time after the date of dissolution. The secretary may subject the revival of such corporation to such terms and conditions, including the payment of reasonable fees, as in his judgment the public interest may require. Upon the filing of a certificate reviving a corporation for all purposes, said corporation shall stand revived with the same powers, duties and obligations as if it had not been dissolved, except as otherwise provided in said certificate; and all acts and proceedings of its officers, directors and stockholders or members, acting or purporting to act as such, which would have been legal and valid but for such dissolution, shall, except as aforesaid, stand ratified and confirmed. If such a corporation is revived as aforesaid for a limited time or for any specified purpose or purposes, it shall stand revived for such time or for the accomplishment of such purpose or purposes in accordance with the terms of the secretary's certificate. For cause shown to his satisfaction, the secretary may, by certificate filed as aforesaid, extend the time for which a corporation revived for a limited time shall stand revived.

Source: Massachusetts General Court (malegislature.gov)URL: https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter155Fetched: 10/20/2026