Massachusetts Statutes

Section 6. (a) Except as otherwise expressly provided by law, a limited liability company may carry on any lawful business, trade, profession, purpose or activity. (b) A limited liability company shall possess and may exercise all the powers and privileges granted by this chapter…

Section 60. (a) Unless otherwise provided in a written operating agreement, a consolidation or merger shall be approved by each domestic limited liability company which is to consolidate or merge by the members or, if there is more than one class or group of members, then by each…

Section 61. (a) If a domestic limited liability company is consolidating or merging under this chapter, the domestic limited liability company or other business entity resulting from or surviving in the consolidation or merger shall file in the manner described in section sevente…

Section 62. When any consolidation or merger becomes effective as hereinbefore provided, for all purposes of the laws of the commonwealth, all of the rights, privileges and powers of each of the domestic limited liability companies and other business entities that have consolidat…

Section 63. (a) Unless the provisions of this chapter or the context indicate otherwise, each reference in the General Laws to a ''person'', where such reference includes any partnership, whether general or limited and whether domestic or foreign, shall be deemed to include a lim…

Section 64. (a) Any limited liability company, a plan of reorganization of which, pursuant to the provisions of any applicable statute of the United States relating to reorganizations of corporations or limited liability companies, has been or shall be confirmed by the decree or …

Section 65. The regulating boards, as defined in subsection (c) of section two of chapter one hundred and fifty-six A, shall adopt regulations requiring the designated amount of required liability insurance to be maintained by limited liability companies and members subject to th…

Section 66. Any recordable instrument purporting to affect an interest in real property, including without limitation, any deed, lease, notice of lease, mortgage, discharge or release of mortgage, assignment of mortgage, easement and certificate of fact, executed in the name of a…

Section 67. Any person who is identified on the certificate of organization, as amended, of a domestic limited liability company, or on the application for registration, as amended, of a foreign limited liability company, as a manager or as a person who is authorized to execute a…

Section 68. A limited liability company shall be deemed to be in good standing with the secretary of the commonwealth if such limited liability company appears from the records of the said secretary to exist and has paid all fees then due to the secretary, and no certificate of c…

Section 69. (a) As used in this section the term ''other business entity'' shall mean an association or trust as defined in section 1 of chapter 182, and a partnership, whether general or limited and whether domestic or foreign as each may be defined in section 6 of chapter 108A …

Section 7. Except as provided in a written operating agreement, a member or manager may lend money to, borrow money from, act as a surety, guarantor or endorser for, guarantee or assume one or more specific obligations of, provide collateral for, and transact other business with …

Section 70. (a) The state secretary may commence a proceeding to dissolve a limited liability company if: (1) the limited liability company has failed for 2 consecutive years to comply with the laws requiring the filing of annual reports; or (2) he is satisfied that the limited l…

Section 71. A limited liability company administratively dissolved under section 70 or whose authority to transact business in the commonwealth has been revoked under section 72 may apply to the state secretary for reinstatement at any time. The application shall: (1) recite the …

Section 72. (a) The state secretary may commence a proceeding to revoke the authority of a foreign limited liability company to transact business in the commonwealth if: (1) the limited liability company has failed for 2 consecutive years to comply with the laws requiring the fil…

Section 8. (a) Subject to such standards and restrictions, if any, as are set forth in its certificate of organization or a written operating agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person…

Section 9. (a) Each limited liability company shall keep at the office referred to in clause (1) of section five the following: (1) a current list of the full name and last known address of each member and manager; (2) a copy of the certificate of organization and all certificate…

Section 1. This chapter shall be known and may be cited as the Massachusetts Benefit Corporation Act.

Section 10. (a) In discharging the duties of their respective positions and in considering the best interests of the benefit corporation, the board of directors, committees of the board and individual directors of a benefit corporation: (1) shall consider the effects of any actio…

Section 11. (a) The board of directors of a benefit corporation shall include 1 director who shall: (1) be designated the benefit director; and (2) have, in addition to the powers, duties, rights and immunities of the other directors of the benefit corporation, the powers, duties…

Section 12. (a) Each officer of a benefit corporation shall consider the interests and factors described in clause (1) of subsection (a) of section 10 in the manner provided in said subsection (a) if: (1) the officer has discretion to act with respect to a matter; and (2) it reas…

Section 13. (a) A benefit corporation may have an officer designated as the benefit officer. A benefit officer shall have: (1) the powers and duties relating to the purpose of the corporation to create a general public benefit or a specific public benefit provided: (i) by the byl…

Section 14. (a)(1) The duties under this chapter and the general public benefit purpose and any specific public benefit purpose of a benefit corporation may be enforced only in a benefit enforcement proceeding. (2) Except in a benefit enforcement proceeding, no person shall bring…

Section 15. (a) A benefit corporation shall prepare an annual benefit report, including all of the following information: (1) a narrative description of: (i) the ways in which the benefit corporation pursued a general public benefit during the year and the extent to which general…

Section 16. (a) The annual benefit report shall be sent to each shareholder at the same time that the benefit corporation delivers any other annual report to its shareholders, or within 120 days following the end of the fiscal year of the benefit corporation. (b) A benefit corpor…

Section 2. As used in this chapter, the following words shall, unless the context otherwise requires, have the following meanings:— ''Benefit corporation'', a corporation incorporated under chapter 156A or chapter 156D that has elected to be a benefit corporation under section 4 …

Section 3. (a) Except as otherwise provided in this chapter, a benefit corporation doing business in the commonwealth shall comply with all applicable laws regarding corporations, including chapters 156A and 156D. Chapter 156D shall apply to benefit corporations and they shall en…

Section 4. A benefit corporation shall be organized under either chapter 156A or chapter 156D, as applicable, except that a benefit corporation's articles of organization shall make clear reference that it is a benefit corporation.

Section 5. An existing corporation organized under chapter 156A or chapter 156D may elect to become a benefit corporation by amending its articles of organization to include a statement that the corporation is a benefit corporation. In order to be effective, the amendment shall b…

Section 6. A benefit corporation may terminate its status as a benefit corporation and cease to be subject to this chapter by amending its articles of organization to delete the statement required by sections 4 and 5 that the corporation is a benefit corporation. In order to be e…

Section 7. A business corporation organized under the laws of the commonwealth shall not hold itself out as, advertise itself as, or indicate in any way that it is a benefit corporation unless it was organized under and in full compliance with this chapter.

Section 8. (a) An entity that is not a benefit corporation shall become a benefit corporation and shall be subject to this chapter if: (1) the entity that is not a benefit corporation is a party to a merger or conversion or the entity that is not a benefit corporation is the exch…

Section 9. (a) In addition to its purposes under chapter 156D as a business corporation, a benefit corporation shall have the purpose of creating general public benefit. (b) The articles of organization of a benefit corporation may identify 1 or more specific public benefits that…

Section 1. A corporation may be organized under chapter one hundred and fifty-six B, with shares having par value, for the purpose of co-operation in carrying on any business or of co-operative trade.

Section 10. Agricultural and horticultural associations engaged in any branch of agriculture, horticulture, viticulture, forestry, dairying, the raising of livestock or poultry and any other farming activity or business, if instituted for the mutual benefit of their members and f…

Section 11. Any corporation organized under the preceding section shall have power to mortgage or pledge its real or personal property and to issue promissory notes or other evidences of indebtedness. Such corporation shall also have power to establish reserves and invest the fun…

Section 12. The first meeting of the corporation shall be held within six months after the execution of the articles of organization. If the directors of the corporation have been previously chosen in anticipation of its organization, or in connection with a plan for preliminary …

Section 13. In addition to the powers granted by section sixteen of chapter one hundred and fifty-six B, any corporation organized under section ten may provide in its by-laws for the election of directors by districts; for the election of advisory directors who are not members, …

Section 14. Membership in such corporations shall be limited to persons engaged in the production of products which are handled or to be handled by the corporation, as specified in its articles of organization, including the lessees or tenants of land used for the production of s…

Section 15. Any such corporation may amend or alter its articles of organization in the manner provided by sections seventy to seventy-two, inclusive, of chapter one hundred and fifty-six B, so far as applicable; provided, that such amendment or alteration shall require a vote of…

Section 16. Any such corporation may enter into marketing contracts with its members by which the members shall agree to sell, for any period of time not exceeding ten years, all or any specified part of their products or of certain specified products exclusively to or through th…

Section 17. The marketing contract may fix as liquidated damages specific sums to be paid by a member upon breach of the provisions of said contract requiring sale or delivery of products by the member exclusively to or through the corporation or any agency designated by it, and …

Section 18. A corporation organized under the provisions of section ten, and any corporation, association or organization now or hereafter established, organized or chartered without capital stock for a similar purpose under laws other than those of this commonwealth, shall not b…

Section 2. Such corporation shall distribute its earnings or profits among its workmen, purchasers and stockholders at such times and in such manner as its by-laws prescribe, but at least once in every twelve months. No distribution shall be made, unless at least ten per cent of …

Section 3. Seven or more persons, residents of the commonwealth, may associate themselves as a corporation, association, society, company or exchange, to conduct within the commonwealth any agricultural, dairy or mercantile business on the co-operative plan. The word ''co-operati…

Section 3B. Seven or more persons, residents of the commonwealth, may associate themselves as a corporation, association, society or company engaging in cooperative purchasing of goods for the personal use and consumption of the stockholders thereof, members of their families and…