Massachusetts Statutes

Section 7. The agreement of association of any corporation formed for the purpose of acquiring, holding, managing, improving, leasing, buying and selling real estate, except a corporation formed for the purpose of owning forest land classified under chapter sixty-one, shall state…

Section 8. The first meeting of the incorporators shall be called by a notice signed by such subscriber to the agreement of association as may be designated therein or by a majority of the subscribers to such agreement; and such notice shall state the time, place and purposes of …

Section 9. At the first meeting of a corporation organized under general law or created by special act, or at any adjournment thereof, the incorporators shall organize by the choice, by ballot, of a temporary clerk, who shall be sworn, by the adoption of by-laws and by the electi…

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

Section 10. (a) A professional corporation may issue shares, fractional shares, and rights or options to purchase shares only to: (1) natural persons who are licensed in the commonwealth or in any other state or territory of the United States or the District of Columbia to render…

Section 11. No proxy for shares of a professional corporation shall be valid unless it shall be given to a qualified person, or unless it is limited to voting for one or more of the actions described in subsection (a) of section thirteen under the circumstances described therein.…

Section 12. (a) It shall be provided in the articles or organization or by-laws of a professional corporation, or in an agreement binding upon all of its shareholders, that the corporation shall redeem all of the shares of a shareholder upon the occurrence of any one or more of t…

Section 13. (a) If any of the events described in subsection (a) of section twelve shall occur with respect to the sole shareholder of a professional corporation or if the corporation is disqualified from rendering, or will cease rendering, any further professional services pursu…

Section 14. A professional corporation which has ceased to render any professional services under this chapter or which is permitted to render professional services as a business corporation organized under chapter 156D may change its status by merging into or consolidating with …

Section 15. If action required by section 12 or 13 is not taken within the prescribed time period, or it shall be established that a professional corporation has failed to comply with this chapter, the state secretary may dissolve the corporation in accordance with section 14.21 …

Section 16. (a) Except as provided in section fourteen, a professional corporation may merge or consolidate with another corporation, domestic or foreign, only if every shareholder of each corporation is a qualified person with respect to the surviving or resulting corporation. (…

Section 17. (a) A foreign professional corporation shall register under the provisions of this section if (1) it maintains an office in the commonwealth; or (2) any of its shareholders, officers, or directors conducts such activity on behalf of the corporation in the commonwealth…

Section 18. The annual report of a professional corporation or a foreign professional corporation shall, in addition to the information required by section 16.22 of subdivision B of Part 16 of chapter 156D, shall list the names and addresses of all shareholders and shall contain …

Section 19. Each regulating board in the commonwealth is hereby authorized to promulgate rules for professional corporations consistent with this chapter which are deemed necessary in the public interest or required by the public health or welfare or by generally recognized stand…

Section 2. In this chapter, unless the context otherwise requires, the following words shall have the following meanings: (a) ''Professional corporation'', a domestic corporation organized under this chapter for the purpose of rendering one or more professional services. As used …

Section 3. (a) Except as hereinafter provided, a professional corporation may be organized under this chapter only for the purpose of rendering professional services and services ancillary thereto within a single profession. (b) A professional corporation may be organized for the…

Section 4. (a) Chapter 156D shall apply to professional corporations and which shall enjoy the powers and privileges, and be subject to the duties, restrictions and liabilities of corporations organized under said chapter, except where inconsistent with this chapter. (b) A profes…

Section 5. A professional corporation may render professional services in the commonwealth only through its officers, employees and agents who are duly licensed to render such professional services in the commonwealth; provided, however, that nothing in this chapter shall be cons…

Section 6. (a) Except as otherwise provided by law or regulation, the personal liability of a shareholder of a professional corporation organized under this chapter shall be no greater in any respect than that of a shareholder of a corporation organized under chapter 156D. (b) Th…

Section 7. One or more individuals, each of whom is licensed to perform a professional service, may organize a professional corporation by complying with Part 2 of chapter 156D. The articles or organization of a professional corporation shall contain the following: (a) corporate …

Section 8. The corporate name of every professional corporation shall end with the word ''Professional Corporation'', ''Corporation'' or ''Incorporated'' or the abbreviation ''P.C.'', ''Corp.'' or ''Inc.'' or any other word or words which in the judgment of the state secretary in…

Section 9. A majority of directors of a professional corporation and all of its officers except the treasurer, clerk, secretary and any assistant treasurer, assistant clerk or assistant secretary shall be licensed in the commonwealth to render a professional service permitted by …

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 …