reglab/housing_qa huggingface dataset:
MA Gen L ch 156d § 1.23 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 1.23 - Effective Time and Date of Document

Section 1.23. EFFECTIVE TIME AND DATE OF DOCUMENT  (a) Except as provided in subsection (b) and in subsection (c) of section 1.24, a document that is filed by the secretary of state pursuant to section 1.25 is effective:  (1) at the time and on the date when it was approved for filing by the secretary of state; or  (2) in the case of articles of organization, amendment or merger, at the time and on the date when the articles were received for filing by the secretary of state if the articles are not rejected by the secretary within such time after their filing as is specified in regulations promulgated by the secretary.  (b) A filed document may specify a delayed effective time and date, and if it does so the document will become effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date when it is received for filing by the secretary of state.
MA Gen L ch 156d § 1.24 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 1.24 - Correcting Filed Document

Section 1.24. CORRECTING FILED DOCUMENT  (a) A domestic or foreign corporation may correct a document filed by the secretary of state if the document (1) contains a typographical error or an incorrect statement or (2) was defectively executed, attested, sealed, verified, or acknowledged.  (b) A document is corrected:  (1) by preparing articles of correction that (i) describe the document, including its filing date, or attach a copy of it to the articles; (ii) specify the typographical error, the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and (iii) correct the typographical error, incorrect statement or defective execution; and  (2) by delivering the articles of correction to the secretary of state for filing.  (c) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.  (d) Articles of correction cannot be used to change the effective date of a filed document; provided, however, that if a document has been filed with a delayed effective date, articles of correction may be filed prior to said date (1) to accelerate the effective date to a date not earlier than the date of the articles of correction, or (2) to abandon a merger or amendment to the articles of organization if authority to do so is granted by the merger agreement or the persons approving the amendment.  (e) If the secretary of state permits electronic filings, defects in the electronic recording or transmission of documents may be corrected under this section to the extent permitted by regulations promulgated by the secretary.
MA Gen L ch 156d § 1.25 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 1.25 - Filing Duty of Secretary of State

Section 1.25. FILING DUTY OF SECRETARY OF STATE  (a) Upon receipt of a document for filing, except an annual report filed pursuant to section 16.22, the secretary of state shall record the date and time of receipt on or with the document and, if the person submitting the document or his representative so requests, furnish evidence of the date and time of receipt to the person or his representative in a form as the secretary of state shall determine.  (b) The secretary of state shall examine each document received by him for filing. If he finds that the relevant provisions of law have been satisfied, he shall evidence his approval on or with the document. Upon such approval and the payment of the fee authorized by section 1.22, the document shall be deemed to be filed with the secretary of state.  (c) If the secretary of state refuses to file a document, he shall notify the person or his representative in writing of the refusal and his reasons therefor within 90 days after receipt in the case of annual reports under section 16.22 or within 5 days after receipt in the case of other documents.  (d) The secretary of state shall keep a record of each document received, of the date and time of its receipt for filing, and of the date and, if requested, the time of his approval for filing, and shall keep the document and such records on file in his office in a manner convenient for public inspection.
MA Gen L ch 156d § 1.26 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 1.26 - Appeal From Secretary of State's Refusal to File Document

Section 1.26. APPEAL FROM SECRETARY OF STATE'S REFUSAL TO FILE DOCUMENT  If the secretary of state refuses to file a document delivered to his office for filing, the person attempting to file may appeal that refusal. Such an appeal must be commenced within 90 days after the return of the document to the superior court of the county where the corporation's principal office or, if none in the commonwealth, its registered office, is or will be located. Such an appeal is commenced by petitioning the court to compel the filing of the document and by attaching to the petition the document and the explanation of the secretary of state for his refusal to file.
MA Gen L ch 156d § 1.27 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 1.27 - Evidentiary Effect of Copy of Filed Document

Section 1.27. EVIDENTIARY EFFECT OF COPY OF FILED DOCUMENT  A certified copy of a document filed by the secretary of state is conclusive evidence that the original document is on file with the secretary of state.
MA Gen L ch 156d § 1.28 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 1.28 - Certificates Regarding Corporations

Section 1.28. CERTIFICATES REGARDING CORPORATIONS.  (a) Anyone may apply to the secretary of state to furnish a certificate of legal existence for a domestic corporation. A certificate of legal existence shall set forth:  (1) the name of the corporation;  (2) the date the corporation was organized under the laws of the commonwealth; and  (3) that the corporation has legal existence so far as it appears in the records of the state secretary.  (b) Anyone may apply to the secretary of state to furnish a certificate of good standing. A certificate of good standing shall set forth:  (1) the name of the corporation;  (2) the date the corporation was organized under the laws of the commonwealth;  (3) that the corporation has filed all annual reports required by section 16.22 to be filed by it and paid all fees due with respect to such reports;  (4) that no proceedings are pending under section 14.21 for the dissolution of the corporation;  (5) that no articles of dissolution have been filed by the corporation; and  (6) that the corporation appears from the records of the state secretary to be in good standing.  (c) The secretary of state shall issue, upon request, such other certificates regarding facts of record in his office concerning corporations upon payment of the fees as may be specified in regulations promulgated by the commissioner of administration including, without limitation, certificates of merger, certificates of dissolution and certificates regarding the authority of a foreign corporation to do business in the commonwealth.  (d) The certificates may be relied upon as conclusive evidence of the facts stated therein.
MA Gen L ch 156d § 1.29 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 1.29 - Penalty for Signing False Document

Section 1.29. PENALTY FOR SIGNING FALSE DOCUMENT  (a) A person commits an offense if he signs a document that he knows is false in any material respect with intent that the document be delivered to the secretary of state for filing.  (b) The secretary of state shall refer to the attorney general for action evidence of offenses under this section.  (c) An offense under this section is a civil misdemeanor punishable by a fine not to exceed $100,000.
MA Gen L ch 156d § 1.30 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 1.30 - Powers

Section 1.30. POWERS  The secretary of state has the power reasonably necessary to perform the duties required of him by this chapter, including the power to promulgate regulations, prescribe forms and fees and adopt policies in order to implement this chapter.
MA Gen L ch 156d § 1.42 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 1.42 - Number of Shareholders

Section 1.42. NUMBER OF SHAREHOLDERS  (a) For purposes of this chapter, except as provided in subsection (c), the following identified as a shareholder in a corporation's current record of shareholders constitutes one shareholder:  (1) three or fewer co-owners;  (2) a corporation, partnership, trust, estate, or other entity;  (3) the trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account.  (b) For purposes of this chapter, shareholders registered in substantially similar names constitute one shareholder if it is reasonable to believe that the names represent the same person.  (c) For purposes of this chapter, each beneficial owner of shares registered in the name of a nominee in a corporation's current record of shareholders constitutes one shareholder.
MA Gen L ch 156d § 1.50 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 1.50 - Interpretation of Chapter

Section 1.50. INTERPRETATION OF CHAPTER  In interpreting this chapter, in the absence of controlling Massachusetts precedent on any matter, consideration shall be given to the following:  Inasmuch as predictability is important in the conduct of the affairs of Massachusetts corporations and in their relations with corporations organized under the laws of other jurisdictions, significant weight shall be given to the interpretations of courts of other jurisdictions of substantially equivalent provisions of the corporate laws of such other jurisdictions.
MA Gen L ch 156d § 2.01 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 2.01 - Incorporators

Section 2.01. INCORPORATORS  One or more persons may act as the incorporator or incorporators of a corporation by signing articles of organization and delivering them to the secretary of state for filing. Before the initial issuance of shares by the corporation, the incorporators may exercise all powers of shareholders and take any action required or permitted by law, the articles of organization or the bylaws to be taken by shareholders.
MA Gen L ch 156d § 2.02 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 2.02 - Articles of Organization

Section 2.02. ARTICLES OF ORGANIZATION  (a) The articles of organization shall set forth:  (1) a corporate name for the corporation that satisfies the requirements of section 4.01;  (2) the number of shares the corporation is authorized to issue, and any required description of additional classes or series of shares, in conformity with section 6.01; and  (3) the name and address of each incorporator.  (b) The articles of organization may set forth:  (1) provisions not inconsistent with law regarding:  (i) the purpose or purposes for which the corporation is organized;  (ii) managing the business and regulating the affairs of the corporation;  (iii) defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders or any class thereof;  (iv) a par value for authorized shares or classes of shares;  (v) the imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions; or  (vi) the voluntary dissolution of the corporation; and  (2) any provision that under this chapter is required to be set forth in the articles of organization in order for the subject matter of the provision to be effective or is permitted to be set forth in such articles;  (3) any provision that under this chapter is required or permitted to be set forth in the bylaws; and  (4) a provision eliminating or limiting the personal liability of a director to the corporation for monetary damages for breach of fiduciary duty as a director notwithstanding any provision of law imposing such liability; but the provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for improper distributions under section 6.40, or (iv) for any transaction from which the director derived an improper personal benefit.  (c) The articles of organization need not set forth any of the corporate powers enumerated in this chapter.  (d) The form on which articles of organization are filed shall also include the following supplemental information, which is not to be considered a part of the articles:  (1) the street address of the initial registered office of the corporation;  (2) the names and addresses of the individuals who will serve as the initial directors, president, treasurer and secretary of the corporation;  (3) the name of its initial registered agent at its registered office;  (4) the fiscal year of the corporation that is initially adopted; and  (5) such other supplemental information as the secretary of state may require, including (i) a brief description of the type of business in which the corporation intends to engage or its SIC code, and (ii) the federal tax identification number of the corporation.
MA Gen L ch 156d § 2.03 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 2.03 - Incorporation

Section 2.03. INCORPORATION  (a) Corporate existence begins when the articles of organization become effective pursuant to section 1.23.  (b) The filing of the articles of organization with the state secretary shall be conclusive evidence that the incorporators satisfied all conditions precedent to incorporation and that the corporation has been incorporated under this chapter, except in a proceeding by the commonwealth to challenge the validity of the corporation.
MA Gen L ch 156d § 2.04 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 2.04 - Liability for Pre-Incorporation Transactions

Section 2.04. LIABILITY FOR PRE–INCORPORATION TRANSACTIONS  All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter shall be jointly and severally liable for all liabilities created while so acting.
MA Gen L ch 156d § 2.05 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 2.05 - Organization of Corporation

Section 2.05. ORGANIZATION OF CORPORATION  (a) The organization of the corporation shall be completed as follows:  (1) The incorporator or incorporators may hold an organizational meeting before or after incorporation at the call of a majority of the incorporators at which by-laws shall be adopted and the initial directors, a president, treasurer and secretary, shall be elected.  (2) If no organizational meeting of the incorporators is held, the initial directors named in the articles of organization shall hold an organizational meeting after incorporation at the call of a majority of the directors at which by-laws shall be adopted and a president, treasurer and secretary shall be elected.  (3) At the organization meeting of the incorporators or the directors, additional officers may be appointed and any other business may be transacted which is properly brought before the meeting.  (b) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.  (c) An organizational meeting may be held within and without the commonwealth.
MA Gen L ch 156d § 2.06 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 2.06 - Bylaws

Section 2.06. BYLAWS  (a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.  (b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of organization.
MA Gen L ch 156d § 2.07 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 2.07 - Emergency Bylaws

Section 2.07. EMERGENCY BYLAWS  (a) Unless the articles of organization provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d). The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including:  (1) appointment of successors to any of the officers, directors, employees or agents;  (2) relocation of the principal office or designation of alternative officers;  (3) procedures for calling and giving notice of a meeting of the board of directors;  (4) quorum requirements for the meeting; and  (5) designation of additional or substitute directors.  (b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.  (c) Corporate action taken in good faith in accordance with the emergency bylaws:  (1) binds the corporation; and  (2) may not be used to impose liability on a corporate director, officer, employee, or agent.  (d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
MA Gen L ch 156d § 3.01 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 3.01 - Purposes

Section 3.01. PURPOSES  Every corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in its articles of organization.
MA Gen L ch 156d § 3.03 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 3.03 - Emergency Powers

Section 3.03. EMERGENCY POWERS  (a) In anticipation of or during an emergency defined in subsection (d), unless emergency bylaws or other bylaws that specifically refer to this section provide otherwise, the board of directors of a corporation may:  (1) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and  (2) relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.  (b) During an emergency defined in subsection (d), unless emergency bylaws or other bylaws that specifically refer to this section provide otherwise:  (1) notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and  (2) those directors present may reduce the quorum requirement and/or treat one or more officers of the corporation present at such a meeting as directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.  (c) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation:  (1) binds the corporation; and  (2) may not be used to impose liability on a corporate director, officer, employee, or agent.  (d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
MA Gen L ch 156d § 3.04 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 3.04 - Ultra Vires

Section 3.04. ULTRA VIRES  (a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.  (b) A corporation's power to act may be challenged:  (1) in a proceeding by a shareholder against the corporation to enjoin the act;  (2) in a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or  (3) in a proceeding by the attorney general under section 14.30.
MA Gen L ch 156d § 4.02 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 4.02 - Reserved Name

Section 4.02. RESERVED NAME  (a) A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the secretary of state for filing. The application shall set forth the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the corporate name applied for is available, he shall reserve the name for the applicant's exclusive use for a 60–day period and, upon the applicant's written request within the 60–day period, extend the reservation for an additional 60–day period.  (b) The holder of a reserved corporate name may transfer the reservation to another person by delivering to the secretary of state a signed notice of the transfer that states the name and address of the transferee.
MA Gen L ch 156d § 5.01 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 5.01 - Registered Office and Registered Agent

Section 5.01. REGISTERED OFFICE AND REGISTERED AGENT  Each corporation shall continuously maintain in the commonwealth:  (1) a registered office that may, but need not be, the same as any of its places of business; and  (2) a registered agent who may be any of the following individuals or entities whose business office is also the registered office of the corporation:  (i) an individual, including the secretary or another officer of the corporation;  (ii) a domestic corporation or not-for-profit domestic corporation; or  (iii) a foreign corporation or not-for-profit foreign corporation qualified to do business in this commonwealth.