Chapter 156

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.

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 …

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…

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 wher…

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 i…

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 o…

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…

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 inc…

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 …

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, o…

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 prece…

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-o…

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…

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 …

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 …

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 v…

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 f…

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.

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 …

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.

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 sto…

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 e…

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 cour…

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 …

Section 31. No corporation shall, directly or indirectly, vote upon any share of its own stock.

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 d…

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 certi…

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 …

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 …

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, sixt…

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…

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 b…

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,…

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…

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…

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…

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 outstan…

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, inclu…

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, i…

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 natu…

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 fort…

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 …

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 fo…

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, wi…

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…

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 consoli…

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 ac…

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 …

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 enti…

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…