Chapter 155

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 subj…

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 v…

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 b…

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 …

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 …

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 …

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 offi…

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 reco…

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 …

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 …

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 va…

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.

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 prefere…

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 qualific…

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 sub…

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 increa…

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.

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 …

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 comple…

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 …

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 aff…

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…

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 …

Section 45. Stock shall not be transferred on the books of a corporation if any instalments thereon remain overdue and unpaid.

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 …

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 th…

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 who…

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 fa…

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 dollar…

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 stoc…

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 inactiv…

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 ti…

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…

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…

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…

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, excep…

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.

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…

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, c…

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 compensa…

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 …

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 on…

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 cor…

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…