Chapter 156B

Section 82. (a) (1) A corporation owning at least ninety per cent of the outstanding shares of each class of the stock of another corporation or corporations, or one or more foreign corporations organized or existing under the laws of any state or states of the United States, and…

Section 83. (a) 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 83A. Any 1 or more corporations may consolidate or merge with or into 1 or more domestic limited liability companies or 1 or more foreign limited liability companies as defined in section 2 of chapter 156C or may consolidate or merge with or into 1 or more limited liabili…

Section 84. Upon the payment of a fee of ten dollars, the state secretary shall issue a certificate in such form as he shall prescribe evidencing the filing and approval of articles of consolidation or merger in his office pursuant to sections seventy-eight, seventy-nine, eighty-…

Section 85. A stockholder in any corporation organized under the laws of Massachusetts which shall have duly voted to consolidate or merge with another corporation or corporations under the provisions of sections seventy-eight or seventy-nine who objects to such consolidation or …

Section 86. If a corporation proposes to take a corporate action as to which any section of this chapter provides that a stockholder who objects to such action shall have the right to demand payment for his shares and an appraisal thereof, sections eighty-seven to ninety-eight, i…

Section 87. The notice of the meeting of stockholders at which the approval of such proposed action is to be considered shall contain a statement of the rights of objecting stockholders. The giving of such notice shall not be deemed to create any rights in any stockholder receivi…

Section 88. The corporation taking such action, or in the case of a merger or consolidation the surviving or resulting corporation, shall, within ten days after the date on which such corporate action became effective, notify each stockholder who filed a written objection meeting…

Section 89. If within twenty days after the date of mailing of a notice under subsection (e) of section eighty-two, subsection (f) of section eighty-three, or section eighty-eight, any stockholder to whom the corporation was required to give such notice shall demand in writing fr…

Section 9. Except as otherwise provided in its articles of organization, every corporation shall have power in furtherance of its corporate purposes: (a) to have perpetual succession in its corporate name, unless a period for its duration is limited by special law or in its artic…

Section 90. If during the period of thirty days provided for in section eighty-nine the corporation upon which such demand is made and any such objecting stockholder fail to agree as to the value of such stock, such corporation or any such stockholder may within four months after…

Section 91. If the bill is filed by the corporation, it shall name as parties respondent all stockholders who have demanded payment for their shares and with whom the corporation has not reached agreement as to the value thereof. If the bill is filed by a stockholder, he shall br…

Section 92. After hearing the court shall enter a decree determining the fair value of the stock of those stockholders who have become entitled to the valuation of and payment for their shares, and shall order the corporation to make payment of such value, together with interest,…

Section 93. The court in its discretion may refer the bill or any question arising thereunder to a special master to hear the parties, make findings and report the same to the court, all in accordance with the usual practice in suits in equity in the superior court.

Section 94. On motion the court may order stockholder parties to the bill to submit their certificates of stock to the corporation for the notation thereon of the pendency of the bill and may order the corporation to note such pendency in its records with respect to any uncertifi…

Section 95. The costs of the bill, including the reasonable compensation and expenses of any master appointed by the court, but exclusive of fees of counsel or of experts retained by any party, shall be determined by the court and taxed upon the parties to the bill, or any of the…

Section 96. Any stockholder who has demanded payment for his stock as provided in this chapter shall not thereafter be entitled to notice of any meeting of stockholders or to vote such stock for any purpose and shall not be entitled to the payment of dividends or other distributi…

Section 97. The shares of the corporation paid for by the corporation pursuant to the provisions of this chapter shall have the status of treasury stock, or in the case of a consolidation or merger the shares or the securities of the resulting or surviving corporation into which …

Section 98. The enforcement by a stockholder of his right to receive payment for his shares in the manner provided in this chapter shall be an exclusive remedy except that this chapter shall not exclude the right of such stockholder to bring or maintain an appropriate proceeding …

Section 99. A petition for dissolution of a corporation may be filed in the supreme judicial court in the following cases:— (a) A corporation which desires to close its affairs may authorize the filing of such a petition by a vote of a majority of each class of its stock outstand…

Section 9A. If and to the extent authorized by its articles of organization, a corporation may be a partner in any business enterprise which said corporation would have power to conduct by itself.

Section 9B. A corporation may make contracts of guarantee and suretyship, whether or not in furtherance of the contracting corporation's purposes; provided, however, that such contracts are necessary or convenient to the conduct, promotion or attainment of the business of (a) a c…