Chapter 156B

Section 1. This chapter shall be known and may be cited as the Business Corporation Law.

Section 10. Upon an information in equity by the attorney general at the relation of the state secretary, the supreme judicial or superior court may restrain by injunction any corporation from assuming or exercising any franchise or privilege or transacting any kind of business n…

Section 100. Any corporation may be voluntarily dissolved in the following manner: (a) Dissolution may be authorized (1) by the vote of two thirds of each class of its stock outstanding and entitled to vote thereon; or (2) by compliance with provisions of its articles of organiza…

Section 101. If a corporation has failed to comply with the provisions of law requiring the filing of reports with the state secretary or the filing of any tax returns or the payment of any taxes under chapter sixty-two C for two or more consecutive years, or if the state secreta…

Section 102. Every corporation whose corporate existence for other purposes is terminated (1) by dissolution under the provisions of section ninety-nine, one hundred, or one hundred and one, (2) by the expiration of the period for its duration limited by its articles of organizat…

Section 103. 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 one hundred and two, such corporation may petition the supreme judicial or superior court for leave to distribute the whole or p…

Section 104. If the existence of the corporation for other purposes is terminated (1) by dissolution under the provisions of section ninety-nine, one hundred, or one hundred and one, (2) by the expiration of the period for its duration limited by its articles of organization, or …

Section 105. 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…

Section 106. 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 approve their debts in the manner directed by any decree of the court for t…

Section 107. If a corporation is dissolved under the authority of section ninety-nine, 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 …

Section 108. If the state secretary finds that the existence of a corporation has terminated in any manner 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, upon application by an in…

Section 109. Every corporation shall annually, on or before the fifteenth day of the third month following the close of its fiscal year, prepare and submit to the state secretary a report which shall be signed under the penalties of perjury by an officer of the corporation statin…

Section 11. (a) A corporation may assume any name which, in the judgment of the state secretary, indicates that it is incorporated; but it shall not assume the name or trade name of another corporation established under the laws of the commonwealth, or of a corporation wherever e…

Section 112. If a corporation fails or refuses to file its annual report within the time prescribed by section one hundred and nine, the state secretary shall subject the filing of the report to the payment of an additional fee, to be set at an initial rate of twenty-five dollars…

Section 113. Penalties or forfeitures incurred by any corporation which omits to cause to be duly filed any certificate or report required by section thirty-eight, fifty-three or one hundred and nine may be recovered in an action brought in Suffolk county in the name of the commo…

Section 114. The commissioner of administration shall determine annually under the provision of section three B of chapter seven the following filing fees: (a) The fee for filing the articles of organization required by section twelve. (b) The fee for filing articles of amendment…

Section 115. 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 …

Section 116. A corporation shall be deemed to be in good standing with the state secretary if such corporation has filed all annual reports required to be filed by it with the state secretary, has paid all fees due with respect to such reports, no proceedings are then pending und…

Section 12. One or more persons, of the age of eighteen years or more in the case of natural persons, may act as incorporators of a corporation to be formed under this chapter. Such incorporators shall hold a meeting at which by-laws shall be adopted, and the initial directors, a…

Section 13. (a) The articles of organization shall state: (1) that the incorporators (stating their names, including their given names, and post office addresses) associate themselves with the intention of forming a corporation; (2) the name of the corporation; (3) the purposes f…

Section 14. The directors of a corporation may at any time, and from time to time, change the principal office of the corporation in the commonwealth; provided, however, that no such change shall be effective until a certificate of such change specifying the street address of its…

Section 15. 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 …

Section 16. A corporation may make by-laws which may contain any provisions not inconsistent with law or the articles of organization for the regulation and management of the affairs of the corporation. Whenever any section of this chapter refers to the by-laws, a provision inclu…

Section 17. The power to make, amend or repeal by-laws shall be in the stockholders; provided that if authorized by the articles of organization, the by-laws may provide that the directors may also make, amend or repeal the by-laws in whole or in part, except with respect to any …

Section 18. Capital stock may be issued for cash, tangible or intangible property, services, or for a debt, note or expenses. Stock having par value shall not be issued for cash, property, services or expenses worth less than the par value. For the purpose of the second sentence,…

Section 19. Stock issued for cash may be paid for in full before it is issued or by instalments. If it is paid for by instalments and the shares are certificated, the stock certificate shall be legibly stamped with the words ''per cent paid up, balance payable, stating the manner…

Section 2. In this chapter, unless a contrary intention appears: (a) ''corporation'' shall mean a corporation to which, under section three, this chapter applies; and (b) ''articles of organization'' of a corporation shall mean its articles of organization, including any special …

Section 20. No stockholder shall have any pre-emptive right to acquire stock of the corporation except to the extent provided in the articles of organization or in a by-law adopted by and subject to amendment only by the stockholders.

Section 21. Any unissued capital stock from time to time authorized under the articles of organization may be issued by vote of the stockholders, or by vote of the directors under authority of a provision of the by-laws or a vote of the stockholders, which provision or vote may b…

Section 21A. Shares of stock previously issued which have been reacquired by the corporation, may, unless the articles of organization or by-laws otherwise require, be restored to the status of authorized but unissued shares by vote of the stockholders or by vote of the board of …

Section 22. 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 23. Shares of stock issued in accordance with section twenty-one shall, except for unpaid instalments on instalment stock issued pursuant to section nineteen, be fully paid stock and not liable to any further call or assessment thereon.

Section 24. If 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 section twenty-two, his rights of subscription…

Section 25. If 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 twenty-two, the treasurer of the corporation may sell such stockholder's shares…

Section 26. If the articles of organization so provide, the directors may determine, in whole or in part, the preferences, voting powers, qualifications, and special or relative rights or privileges of (1) any class of stock before the issuance of any shares of that class or (2) …

Section 27. (a) The shares of a corporation shall be represented by certificates or shall be uncertificated shares. Each such certificate shall be signed by the chairman of the board of directors, the president or a vice president and by the treasurer or an assistant treasurer. S…

Section 28. Except as otherwise provided in the articles of organization or by-laws, a corporation may issue fractional shares of stock, and may issue in lieu thereof scrip in registered or bearer form which, depending upon how the shares of the corporation are evidenced, shall e…

Section 29. The directors of a corporation may, subject to section 8–405 of chapter one hundred and six and to the by-laws of the corporation, determine the conditions upon which a new certificate of stock or uncertificated shares may be issued in place of any certificate alleged…

Section 3. Except so far as such application may be inconsistent with (i) provisions still in force of any special acts of incorporation, enacted before March eleventh, eighteen hundred and thirty-one, and not subject to amendment, alteration or repeal by the general court, or (i…

Section 30. A pledgee of certificated 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 tha…

Section 31. Every corporation shall, once in every five years, publish once each week for three successive weeks in a newspaper of general circulation in Boston, and also in a newspaper of general circulation in the county where the corporation has its principal office, a list of…

Section 32. The original, or attested copies, of the articles of organization, by-laws, and records of all meetings of incorporators and stockholders, and the stock and transfer records, which shall contain the names of all stockholders and the record address and the amount of st…

Section 32A. The terms and conditions of any rights or options issued by the corporation, including those outstanding on the effective date of this section, may include, without limitation, restrictions or conditions that preclude or limit the exercise, transfer, receipt or holdi…

Section 33. There shall be an annual meeting of stockholders within six months after the end of the fiscal year of the corporation. The date, hour and place of the annual meeting and the manner of conducting it shall be fixed in or determined in the manner provided in the by-laws…

Section 34. (a) Special meetings of the stockholders of a corporation not described in subsection (b) may be called by the president or by the directors, and shall be called by the clerk, or in the case of the death, absence, incapacity or refusal of the clerk, by another officer…

Section 35. Meetings of stockholders shall be held within the commonwealth or, to the extent permitted by the articles of organization, elsewhere in the United States.

Section 36. A written notice of the place, date and hour of all meetings of stockholders stating the purposes of the meeting shall be given by the clerk or an assistant clerk (or other person authorized by the by-laws or empowered pursuant to section thirty-four) at least seven d…

Section 37. Whenever notice of a meeting is required to be given a stockholder under any provision of this chapter or of the articles of organization or the by-laws, a written waiver thereof, executed before or after the meeting by such stockholder or his attorney thereunto autho…

Section 38A. Following any change in the fiscal year previously adopted, a certificate of such change, signed under the penalties of perjury by the clerk or an assistant clerk, shall be filed with the state secretary.

Section 39. Unless the articles of organization or by-laws otherwise provide, a majority in interest of all stock issued, outstanding and entitled to vote at a meeting shall constitute a quorum.