Massachusetts Statutes

Section 63. The directors and officers of a corporation who sign any statement or report required by this chapter which is false in any material representation shall be jointly and severally liable to any creditor of the corporation who has relied upon such false representation t…

Section 64. The incorporators and officers of a corporation who sign any articles of organization, articles of amendment, or articles of consolidation or merger required by this chapter which are false in any material respect with regard to said corporation shall be jointly and s…

Section 65. A director, officer or incorporator of a corporation shall perform his duties as such, including, in the case of a director, his duties as a member of a committee of the board upon which he may serve, in good faith and in a manner he reasonably believes to be in the b…

Section 66. Any director, officer or incorporator against whom a claim is successfully asserted under this chapter shall be entitled to contribution from the other directors or incorporators who voted for, and the other officers who participated in, the action upon which the clai…

Section 67. Indemnification of directors, officers, employees and other agents of a corporation, and persons who serve at its request as directors, officers, employees or other agents of another organization, or who serve at its request in any capacity with respect to any employe…

Section 68. 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, or whoever causes the same to be done, which report or statement is false in any material repr…

Section 69. 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 6A. Whenever any document authorized or required to be filed with the state secretary under any provision of this chapter has been so filed and is an inaccurate record of the corporate action therein referred to, or was defectively or erroneously executed, such instrument…

Section 7. All corporations shall be subject to such laws as may be enacted affecting or altering their corporate rights or duties or dissolving them.

Section 70. A corporation may authorize, at a meeting duly called for the purpose, an amendment of its articles of organization, by vote of a majority of each class of stock outstanding and entitled to vote thereon effecting any one or more of the following: (a) an increase or a …

Section 71. A corporation may, subject to the provisions of section eight, authorize, at a meeting duly called for the purpose, by vote of two-thirds of each class of stock outstanding and entitled to vote thereon or, if the articles of organization so provide, by vote of a lesse…

Section 72. After any meeting at which any amendment of the articles of organization has been adopted, articles of amendment signed under the penalties of perjury by the president or any vice president and by the clerk or assistant clerk, setting forth such amendment and the due …

Section 73. (a) Any corporation, a plan of reorganization of which, pursuant to the provisions of any applicable statute of the United States relating to reorganizations of corporations, has been or shall be confirmed by the decree or order of a court of competent jurisdiction, m…

Section 74. Every corporation may authorize, at a meeting duly called for the purpose, by vote of a majority of each class of stock outstanding and entitled to vote thereon, a restatement of its articles of organization. The restated articles of organization may effect further am…

Section 75. (a) Every corporation may, subject to the provisions of section eight, authorize, at a meeting duly called for the purpose, by vote of two-thirds of the shares of each class of stock outstanding and entitled to vote thereon, the sale, lease or exchange of all or subst…

Section 76. A stockholder in any corporation which shall have voted to sell, lease or exchange all or substantially all its property and assets, or which shall have adopted any amendment of its articles of organization which adversely affects the rights of such stockholder, who o…

Section 77. For the purpose of this chapter, the rights of a stockholder shall not be considered adversely affected by any amendment of its articles of organization unless the amendment (otherwise than as permitted by the articles of organization)— (a) alters or abolishes any pre…

Section 78. (a) Any two or more corporations may consolidate to form a new corporation, or may merge into a single corporation, which may be any one of the constituent corporations, in the manner specified in this section. (b) Such corporations as desire to consolidate or merge s…

Section 79. (a) Any one or more corporations may consolidate or merge with one or more other corporations organized under the laws of any other state or states of the United States, if the laws of such other state or states permit. The constituent corporations may consolidate to …

Section 8. (a) Whenever, with respect to any action to be taken by the stockholders of a corporation, the articles of organization or by-laws require the vote or concurrence of the holders of all of the shares, or of any class or series thereof, or a greater proportion thereof th…

Section 80. (a) Upon the effective date of the consolidation or merger under articles of consolidation or merger filed pursuant to sections seventy-eight or seventy-nine, for all purposes of the laws of Massachusetts: (1) The separate existence of all the constituent corporations…

Section 81. When two or more corporations are consolidated or merged, the corporation resulting from or surviving such consolidation or merger (1) may issue bonds or other obligations, negotiable or otherwise, and with or without coupons or interest certificates thereto attached,…

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…

Section 1. This chapter may be cited as the Massachusetts Limited Liability Company Act.

Section 10. Each member or manager of a limited liability company has the right, subject to such reasonable standards, including standards governing what information and documents are to be furnished at what time and location and at whose expense, as may be set forth in the opera…