reglab/housing_qa huggingface dataset:
MA Gen L ch 156d § 13.22 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 13.22 - Appraisal Notice and Form

Section 13.22. APPRAISAL NOTICE AND FORM  (a) If proposed corporate action requiring appraisal rights under subsection (a) of section 13.02 becomes effective, the corporation shall deliver a written appraisal notice and form required by clause (1) of subsection (b) to all shareholders who satisfied the requirements of section 13.21 or, if the action was taken by written consent, did not consent. In the case of a merger under section 11.05, the parent shall deliver a written appraisal notice and form to all record shareholders who may be entitled to assert appraisal rights.  (b) The appraisal notice shall be sent no earlier than the date the corporate action became effective and no later than 10 days after such date and must:  (1) supply a form that specifies the date of the first announcement to shareholders of the principal terms of the proposed corporate action and requires the shareholder asserting appraisal rights to certify (A) whether or not beneficial ownership of those shares for which appraisal rights are asserted was acquired before that date and (B) that the shareholder did not vote for the transaction;  (2) state:  (i) where the form shall be sent and where certificates for certificated shares shall be deposited and the date by which those certificates shall be deposited, which date may not be earlier than the date for receiving the required form under subclause (ii);  (ii) a date by which the corporation shall receive the form which date may not be fewer than 40 nor more than 60 days after the date the subsection (a) appraisal notice and form are sent, and state that the shareholder shall have waived the right to demand appraisal with respect to the shares unless the form is received by the corporation by such specified date;  (iii) the corporation's estimate of the fair value of the shares;  (iv) that, if requested in writing, the corporation will provide, to the shareholder so requesting, within 10 days after the date specified in clause (ii) the number of shareholders who return the forms by the specified date and the total number of shares owned by them; and  (v) the date by which the notice to withdraw under section 13.23 shall be received, which date shall be within 20 days after the date specified in subclause (ii) of this subsection; and  (3) be accompanied by a copy of this chapter.
MA Gen L ch 156d § 13.23 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 13.23 - Perfection of Rights; Right to Withdraw

Section 13.23. PERFECTION OF RIGHTS; RIGHT TO WITHDRAW  (a) A shareholder who receives notice pursuant to section 13.22 and who wishes to exercise appraisal rights shall certify on the form sent by the corporation whether the beneficial owner of the shares acquired beneficial ownership of the shares before the date required to be set forth in the notice pursuant to clause (1) of subsection (b) of section 13.22. If a shareholder fails to make this certification, the corporation may elect to treat the shareholder's shares as after-acquired shares under section 13.25. In addition, a shareholder who wishes to exercise appraisal rights shall execute and return the form and, in the case of certificated shares, deposit the shareholder's certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to subclause (ii) of clause (2) of subsection (b) of section 13.22. Once a shareholder deposits that shareholder's certificates or, in the case of uncertificated shares, returns the executed forms, that shareholder loses all rights as a shareholder, unless the shareholder withdraws pursuant to said subsection (b).  (b) A shareholder who has complied with subsection (a) may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the corporation in writing by the date set forth in the appraisal notice pursuant to subclause (v) of clause (2) of subsection (b) of section 13.22. A shareholder who fails to so withdraw from the appraisal process may not thereafter withdraw without the corporation's written consent.  (c) A shareholder who does not execute and return the form and, in the case of certificated shares, deposit that shareholder's share certificates where required, each by the date set forth in the notice described in subsection (b) of section 13.22, shall not be entitled to payment under this chapter.
MA Gen L ch 156d § 13.24 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 13.24 - Payment

Section 13.24. PAYMENT  (a) Except as provided in section 13.25, within 30 days after the form required by subclause (ii) of clause (2) of subsection (b) of section 13.22 is due, the corporation shall pay in cash to those shareholders who complied with subsection (a) of section 13.23 the amount the corporation estimates to be the fair value of their shares, plus interest.  (b) The payment to each shareholder pursuant to subsection (a) shall be accompanied by:  (1) financial statements of the corporation that issued the shares to be appraised, consisting of a balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any;  (2) a statement of the corporation's estimate of the fair value of the shares, which estimate shall equal or exceed the corporation's estimate given pursuant to subclause (iii) of clause (2) of subsection (b) of section 13.22; and  (3) a statement that shareholders described in subsection (a) have the right to demand further payment under section 13.26 and that if any such shareholder does not do so within the time period specified therein, such shareholder shall be deemed to have accepted the payment in full satisfaction of the corporation's obligations under this chapter.
MA Gen L ch 156d § 13.25 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 13.25 - After-Acquired Shares

Section 13.25. AFTER–ACQUIRED SHARES  (a) A corporation may elect to withhold payment required by section 13.24 from any shareholder who did not certify that beneficial ownership of all of the shareholder's shares for which appraisal rights are asserted was acquired before the date set forth in the appraisal notice sent pursuant to clause (1) of subsection (b) of section 13.22.  (b) If the corporation elected to withhold payment under subsection (a), it must, within 30 days after the form required by subclause (ii) of clause (2) of subsection (b) of section 13.22 is due, notify all shareholders who are described in subsection (a):  (1) of the information required by clause (1) of subsection (b) of section 13.24;  (2) of the corporation's estimate of fair value pursuant to clause (2) of subsection (b) of said section 13.24;  (3) that they may accept the corporation's estimate of fair value, plus interest, in full satisfaction of their demands or demand appraisal under section 13.26;  (4) that those shareholders who wish to accept the offer shall so notify the corporation of their acceptance of the corporation's offer within 30 days after receiving the offer; and  (5) that those shareholders who do not satisfy the requirements for demanding appraisal under section 13.26 shall be deemed to have accepted the corporation's offer.  (c) Within 10 days after receiving the shareholder's acceptance pursuant to subsection(b), the corporation shall pay in cash the amount it offered under clause (2) of subsection (b) to each shareholder who agreed to accept the corporation's offer in full satisfaction of the shareholder's demand.  (d) Within 40 days after sending the notice described in subsection (b), the corporation must pay in cash the amount if offered to pay under clause (2) of subsection (b) to each shareholder deserved in clause (5) of subsection (b).
MA Gen L ch 156d § 13.26 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 13.26 - Procedure if Shareholder Dissatisfied With Payment or Offer

Section 13.26. PROCEDURE IF SHAREHOLDER DISSATISFIED WITH PAYMENT OR OFFER  (a) A shareholder paid pursuant to section 13.24 who is dissatisfied with the amount of the payment shall notify the corporation in writing of that shareholder's estimate of the fair value of the shares and demand payment of that estimate plus interest, less any payment under section 13.24. A shareholder offered payment under section 13.25 who is dissatisfied with that offer shall reject the offer and demand payment of the shareholder's stated estimate of the fair value of the shares plus interest.  (b) A shareholder who fails to notify the corporation in writing of that shareholder's demand to be paid the shareholder's stated estimate of the fair value plus interest under subsection (a) within 30 days after receiving the corporation's payment or offer of payment under section 13.24 or section 13.25, respectively, waives the right to demand payment under this section and shall be entitled only to the payment made or offered pursuant to those respective sections.
MA Gen L ch 156d § 13.30 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 13.30 - Court Action

Section 13.30. COURT ACTION  (a) If a shareholder makes demand for payment under section 13.26 which remains unsettled, the corporation shall commence an equitable proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the 60–day period, it shall pay in cash to each shareholder the amount the shareholder demanded pursuant to section 13.26 plus interest.  (b) The corporation shall commence the proceeding in the appropriate court of the county where the corporation's principal office, or, if none, its registered office, in the commonwealth is located. If the corporation is a foreign corporation without a registered office in the commonwealth, it shall commence the proceeding in the county in the commonwealth where the principal office or registered office of the domestic corporation merged with the foreign corporation was located at the time of the transaction.  (c) The corporation shall make all shareholders, whether or not residents of the commonwealth, whose demands remain unsettled parties to the proceeding as an action against their shares, and all parties shall be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law or otherwise as ordered by the court.  (d) The jurisdiction of the court in which the proceeding is commenced under subsection (b) is plenary and exclusive. The court may appoint 1 or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers shall have the powers described in the order appointing them, or in any amendment to it. The shareholders demanding appraisal rights are entitled to the same discovery rights as parties in other civil proceedings.  (e) Each shareholder made a party to the proceeding is entitled to judgment (i) for the amount, if any, by which the court finds the fair value of the shareholder' s shares, plus interest, exceeds the amount paid by the corporation to the shareholder for such shares or (ii) for the fair value, plus interest, of the shareholder's shares for which the corporation elected to withhold payment under section 13.25.
MA Gen L ch 156d § 13.31 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 13.31 - Court Costs and Counsel Fees

Section 13.31. COURT COSTS AND COUNSEL FEES  (a) The court in an appraisal proceeding commenced under section 13.30 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess cost against all or some of the shareholders demanding appraisal, in amounts the court finds equitable, to the extent the court finds such shareholders acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter.  (b) The court in an appraisal proceeding may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:  (1) against the corporation and in favor of any or all shareholders demanding appraisal if the court finds the corporation did not substantially comply with the requirements of sections 13.20, 13.22, 13.24 or 13.25; or  (2) against either the corporation or a shareholder demanding appraisal, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter.  (c) If the court in an appraisal proceeding finds that the services of counsel for any shareholder were of substantial benefit to other shareholders similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to such counsel reasonable fees to be paid out of the amounts awarded the shareholders who were benefited.  (d) To the extent the corporation fails to make a required payment pursuant to sections 13.24, 13.25, or 13.26, the shareholder may sue directly for the amount owed and, to the extent successful, shall be entitled to recover from the corporation all costs and expenses of the suit, including counsel fees.
MA Gen L ch 156d § 14.01 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 14.01 - Dissolution by Incorporators or Initial Directors

Section 14.01. DISSOLUTION BY INCORPORATORS OR INITIAL DIRECTORS  A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the secretary of state for filing articles of dissolution that set forth:  (1) the name of the corporation;  (2) the date of its incorporation;  (3) either (i) that none of the corporation's shares has been issued or (ii) that the corporation has not commenced business;  (4) that no debt of the corporation remains unpaid;  (5) that the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and  (6) that a majority of the incorporators or initial directors authorized the dissolution.
MA Gen L ch 156d § 14.02 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 14.02 - Dissolution by Board of Directors and Shareholders, or Otherwise in Accordance With Articles of Organization

Section 14.02. DISSOLUTION BY BOARD OF DIRECTORS AND SHAREHOLDERS, OR OTHERWISE IN ACCORDANCE WITH ARTICLES OF ORGANIZATION  (a) A corporation may voluntarily authorize dissolution by any method or procedure specified in its articles of organization. The articles of organization may condition the availability of the method or procedure on any basis. Notwithstanding anything else contained in this subsection, any provision in the articles of organization adopted pursuant to this subsection shall cease to be effective when shares of the corporation are listed on a national securities exchange or regularly traded in a market maintained by 1 or more members of a national or affiliated securities association. If a provision of the articles of organization ceases to be effective for any reason, the board of directors may, without shareholder action, adopt an amendment to the articles of organization, and, if appropriate, to the bylaws of the corporation, to delete such a provision and any references to it.  (b) In the absence of any specified methods or procedures in the articles of organization, and in addition to any methods or procedures so specified unless the articles of organization state that the specified methods or procedures are exclusive, a corporation may voluntarily authorize dissolution as follows:  (1) the board of directors shall submit a proposal for and terms of the proposed dissolution to the shareholders; and  (2) the shareholders entitled to vote shall approve the dissolution as provided in subsection (e).  (c) The board of directors may condition any submission to the shareholders of a proposal for dissolution under subsection (b) on any basis.  (d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting, in connection with any submission of a proposal for dissolution under subsection (b), in accordance with section 7.05. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.  (e) Unless (1) a greater percentage vote, or the vote of one or more additional separate voting groups, is required by the articles of organization, pursuant to subsection (a) of section 7.27, by the bylaws, pursuant to section 10.21, or by the board of directors, acting pursuant to subsection (c) of this section, or (2) the articles provide for a lesser percentage vote, in accordance with subsection (b) of section 7.27, and subject, except as otherwise permitted by subsection (a) of this section, to the requirement that such lesser percentage be not less than a majority of all the votes entitled to be cast on the proposal, adoption of the proposal to dissolve requires approval by two-thirds of all the votes entitled generally to be cast on the matter by the articles of organization.
MA Gen L ch 156d § 14.03 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 14.03 - Articles of Dissolution

Section 14.03. ARTICLES OF DISSOLUTION  (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth:  (1) the name of the corporation;  (2) the date dissolution was authorized;  (3) if dissolution was approved by the shareholders under subsection (b) of section 14.02:  (i) the number of votes entitled to be cast on the proposal to dissolve; and  (ii) either the total number of votes cast for and against dissolution or the total number of undisputed votes cast for dissolution and a statement that the number cast for dissolution was sufficient for approval.  (4) If voting by voting groups was required on a dissolution proposal under subsection (b) of section 14.02, the information required by subparagraph (3) of this section shall be separately provided for each voting group entitled to vote separately on the proposal to dissolve.  (5) If dissolution was authorized by a method or procedure specified in the articles of organization pursuant to subsection (a) of section 14.02, the articles of dissolution shall set forth such method or procedure, together with sufficient information to establish that the corporation has complied therewith.  (b) A corporation is dissolved upon the effective date of its articles of dissolution.
MA Gen L ch 156d § 14.04 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 14.04 - Revocation of Dissolution

Section 14.04. REVOCATION OF DISSOLUTION  (a) A corporation may revoke its dissolution within 120 days of its effective date.  (b) Revocation of a dissolution under subsection (b) of section 14.02 shall be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action. Revocation of a dissolution under subsection (a) of section 14.02 may be authorized only as specifically contemplated by the articles of organization.  (c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:  (1) the name of the corporation;  (2) the effective date of the dissolution that was revoked;  (3) the date that the revocation of dissolution was authorized;  (4) if the corporation's board of directors, or incorporators, revoked the dissolution, a statement to that effect;  (5) if the corporation's board of directors revoked a dissolution authorized by the shareholders under subsection (b) of section 14.02, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization;  (6) if shareholder action was required under subsection (b) of section 14. 02 to revoke the dissolution, the information required by clauses (3) or (4) of subsection (a) of section 14.03; and  (7) if the dissolution being revoked was authorized under subsection (a) of section 14.02, sufficient information to establish that the corporation has complied with the provisions of its articles of organization governing such revocation.  (d) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.  (e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred.
MA Gen L ch 156d § 14.05 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 14.05 - Effect of Dissolution

Section 14.05. EFFECT OF DISSOLUTION  (a) A dissolved corporation continues its corporate existence but may not carry on any business except such as is necessary in connection with winding up and liquidating its business and affairs, including:  (1) collecting its assets;  (2) disposing of its properties that will not be distributed in kind to its shareholders;  (3) making adequate provision, by payment or otherwise, and after giving effect to the provisions of sections 14.06, 14.07 and 14.08, for all of the corporation's existing and reasonably foreseeable debts, liabilities, and obligations, whether or not liquidated, matured, asserted, or contingent;  (4) distributing its remaining property among its shareholders according to their interests; and  (5) doing every other act necessary to wind up and liquidate its business and affairs.  (b) Dissolution of a corporation shall not:  (1) transfer title to the corporation's property;  (2) prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;  (3) subject its directors or officers to standards of conduct different from those prescribed in PART 8;  (4) change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;  (5) prevent commencement of a proceeding by or against the corporation in its corporate name;  (6) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or  (7) terminate the authority of the registered agent of the corporation.