reglab/statecodes huggingface dataset:
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 155 - General Provisions Relative to Corporations › Section 50a - Failure to File Reports or Returns; Application of Secretary or Commissioner to Dissolve

Section 50A. If a corporation has failed to comply with the provisions of law requiring the filing of reports with the state secretary or tax returns with the commissioner of revenue for two consecutive years, or if the secretary is satisfied that a corporation has become inactive and that its dissolution would be in the public interest, said secretary or said commissioner may apply to the supreme judicial court for its dissolution, and the court, after notice by mail or otherwise as it may order, may decree such dissolution subject to the provisions of sections fifty-one, fifty-two and fifty-six. The said secretary or said commissioner may include as many corporations in a single application as they deem fit and the court may include in its decree any or all thereof. The secretary or the commissioner shall furnish to each county law library within the commonwealth, upon application therefor, a copy, mimeographed or otherwise prepared as he shall determine, of the list of the corporations dissolved as herein provided.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 155 - General Provisions Relative to Corporations › Section 51 - Continuation to Close Affairs

Section 51. Every corporation whose charter expires by its own limitation or is annulled by forfeiture or otherwise, or whose corporate existence for other purposes is terminated in any other manner, shall nevertheless be continued as a body corporate for three years after the time when it would have been so dissolved for the purpose of prosecuting and defending suits by or against it and of enabling it gradually to settle and close its affairs, to dispose of and convey its property and to divide its capital stock, but not for the purpose of continuing the business for which it was established; provided, that the corporate existence of such a corporation, for the purposes of any suit brought by or against it within said period of three years, shall continue beyond said period for a further period of sixty days after the final judgment in the suit.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 155 - General Provisions Relative to Corporations › Section 51a - Distribution of Assets on Petition; Notice; Liability of Directors

Section 51A. 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 fifty-one, such corporation may petition the supreme judicial or superior court for leave to distribute the whole or part of its assets to the stockholders entitled thereto, and, after notice by certified or registered mail to the secretary and to all known creditors and by publication once a week for three successive weeks in a newspaper of general circulation published in the city or town in which the principal office of the corporation is located, or in the county if no such newspaper is published in said city or town, the court may, after hearing, upon a finding that the interests of creditors, if any, and those of the commonwealth, if any, are reasonably protected, enter a decree permitting such distribution; and the directors shall not be subject to the liability set forth in section thirty-seven of chapter one hundred and fifty-six, on account of their declaration or assent to a dividend, including one or more liquidating dividends, to the stockholders entitled thereto, in accordance with said decree.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 155 - General Provisions Relative to Corporations › Section 52 - Appointment of Receivers; Powers; Term

Section 52. If the charter of the corporation expires or is annulled, or if the corporation is dissolved as provided in section fifty, or if its corporate existence for other purposes is terminated in any other manner, the supreme judicial or superior court, upon application of a creditor, stockholder or member, shall have jurisdiction in equity to appoint one or more receivers to take charge of its estate and effects and to collect the debts and property due and belonging to it, with power to prosecute and defend suits in its name or otherwise, to appoint agents under them and to do all other acts which might be done by such corporation, if in being, which may be necessary for the final settlement of its unfinished business. The powers of such receivers and the existence of the corporation may be continued as long as the court finds necessary for said purposes.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 155 - General Provisions Relative to Corporations › Section 53 - Payment of Debts; Distribution of Surplus

Section 53. 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 prove their debts in the manner directed by any decree of the court for that purpose. If there is a balance remaining after the payment of the debts, the receivers shall distribute and pay it to those who are justly entitled thereto as having been stockholders or members of the corporation, or their legal representatives.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 155 - General Provisions Relative to Corporations › Section 54 - Surrender of Certificate of Incorporation; Notice

Section 54. If a petition, signed and sworn to by a majority in interest of the stockholders of a railroad or street railway company organized under general laws or by a majority in number or interest of the members of any other corporation organized under the general laws, except a corporation created for the purpose of business or profit having a capital stock divided into shares or which is under the supervision of the commissioner of insurance, has, with the certificate of incorporation, been filed in the office of the state secretary, stating that such members desire to surrender the certificate of incorporation and to have the corporation dissolved and giving their reasons therefor, the state secretary, if he considers such reasons sufficient, shall require the petitioners to publish a notice in one or more newspapers in the county where the corporation is located stating that, for reasons which appear to him sufficient, the certificate of incorporation of the corporation therein named is annulled. Upon the filing by the petitioner with the state secretary of a copy of each newspaper in which the notice of dissolution was ordered to be published, the corporation shall be dissolved, subject to the three preceding sections.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 155 - General Provisions Relative to Corporations › Section 55 - Return to State Secretary of Decree of Dissolution

Section 55. If a corporation is dissolved or annulled, 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 was entered.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 155 - General Provisions Relative to Corporations › Section 56 - Revival of Corporations Dissolved Under Provisions of Sec. 50a

Section 56. If the secretary finds that a corporation has been dissolved subject to the provisions of this section by act of the general court or under the provisions of section fifty A 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, not later than five years after the effective date of said act or after the date of the court decree dissolving such corporation under authority of said section fifty A, as the case may be, upon application by an interested party, file in his office a certificate, in such form as he may prescribe, reviving such corporation as aforesaid; and provided, further, that if the sole purpose of the revival of such a dissolved corporation is to enable it to convey title to property or to sell and convey property and to distribute the proceeds among those entitled thereto, and if the revival is for a period not exceeding one year, the secretary may file such certificate of revival at any time after the date of dissolution. The secretary may subject the revival of such corporation to such terms and conditions, including the payment of reasonable fees, as in his judgment the public interest may require. Upon the filing of a certificate reviving a corporation for all purposes, said corporation shall stand revived with the same powers, duties and obligations as if it had not been dissolved, except as otherwise provided in said certificate; and all acts and proceedings of its officers, directors and stockholders or members, acting or purporting to act as such, which would have been legal and valid but for such dissolution, shall, except as aforesaid, stand ratified and confirmed. If such a corporation is revived as aforesaid for a limited time or for any specified purpose or purposes, it shall stand revived for such time or for the accomplishment of such purpose or purposes in accordance with the terms of the secretary's certificate. For cause shown to his satisfaction, the secretary may, by certificate filed as aforesaid, extend the time for which a corporation revived for a limited time shall stand revived.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 2 - Scope of Chapter

Section 2. Except as expressly made applicable by reference in other chapters, this chapter shall not apply to corporations subject to chapter 156A, chapter 156B or chapter 156D or to corporations organized for the purpose of carrying on the business of a bank, savings bank, co-operative bank, trust company, credit union, surety or indemnity company, or safe deposit company, or for the purpose of carrying on within the commonwealth the business of an insurance company, railroad, electric railroad, street railway or trolley motor company, telegraph or telephone company, gas, or electric company, canal, aqueduct or water company, cemetery or crematory company, or to any other corporations which now have or may hereafter have the right to take land within the commonwealth by eminent domain or to exercise franchises in public ways granted by the commonwealth or by any county, city or town; provided, however, that section 17 of this chapter shall remain available to all corporations which were subject to this chapter immediately before the effective date of chapter 156B; and provided, further, that any amendment to the articles of organization of any such corporation adopted before such date shall be effected by filing articles of amendment, and any rights of dissenting stockholders arising from the adoption of such amendment or from a vote of the stockholders to sell, lease or exchange all the property of any such corporation adopted prior to such date, shall be enforced, in accordance with the provisions of this chapter.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 3 - Corporations Not Within Application of Chapter; Adoption of Chapter

Section 3. Corporations which would otherwise be within the application of this chapter, as defined in section two, but which were created before March eleventh, eighteen hundred and thirty-one, by any special act not subject to amendment, alteration or repeal by the general court, may, at a legal meeting of the stockholders duly called therefor, by vote of two thirds of each class of stock outstanding and entitled to vote, adopt the provisions of this chapter and all provisions of chapter one hundred and fifty-five applicable to corporations subject to this chapter. A copy of such vote, signed and sworn to by the president, treasurer and a majority of the directors, shall be submitted to and examined by the secretary. If the secretary finds that it conforms to the requirements of law, he shall endorse his approval thereon, and, upon payment of the fee provided in section fifty-five, it shall be filed in the office of the state secretary; and thereupon such corporation with its members and officers shall be entitled to all the rights, privileges and immunities and be subject to all the liabilities set forth in this chapter and in the provisions of chapter one hundred and fifty-five applicable to corporations subject to this chapter, and no stockholder in such corporation shall be liable for debts of the corporation contracted after the filing of the copy of such vote except for the causes and in the manner provided in this chapter.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 4 - Powers

Section 4. In addition to the powers and privileges given by section six of chapter one hundred and fifty-five, every corporation shall have the following powers and privileges:
(a) To have perpetual succession in its corporate name, unless a period for its duration is limited by any general or special law.
(b) Except as provided in section two, to have a capital stock to such an amount as may be fixed, as provided in this chapter, in its agreement of association or articles of organization or of amendment.
(c) To hold, purchase, convey, mortgage or lease within or without this commonwealth such real or personal property as the purposes of the corporation may require.
(d) To make contracts, incur liabilities and borrow money on its credit and for its use.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 5 - Holding Stock in Other Corporations; Prohibitions

Section 5. 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 of a railroad, street railway, electric railroad, elevated railway, trolleymotor, or gas company; provided, that the foregoing provisions shall not prohibit a corporation having its principal place of business in the commonwealth from purchasing, acquiring, taking or holding more than ten per cent of the capital stock of a domestic corporation carrying on within the commonwealth the business of a gas company.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 6 - Agreement of Association; Contents

Section 6. Three or more persons may associate themselves by written agreement of association with the intention of forming a corporation under general laws for any lawful purpose not excluded by section two. The agreement of association shall state:
(a) That the subscribers thereto associate themselves with the intention of forming a corporation.
(b) The corporate name assumed.
(c) The location of the principal office of the corporation in the commonwealth, and elsewhere in the case of corporations organized to do business wholly outside the commonwealth.
(d) The purposes for which the corporation is formed and the nature of the business to be transacted.
(e) If only shares with par value are to be issued, the total amount of the capital stock of the corporation, which shall not be less than one thousand dollars, to be authorized, and the number of shares into which the capital stock is to be divided, and the par value of the shares, which shall not be less than one dollar, or, in lieu thereof, if any shares without par value are to be issued, the number of shares without par value to be authorized, which shall not be less than ten, and the number of shares having par value to be authorized, if any, and the par value thereof, which shall not be less than one dollar.
(f) The restrictions, if any, imposed upon the transfer of shares.
(g) If there are to be two or more classes of stock, a description of the different classes and a statement of the terms on which they are to be created and of the method of voting thereon.
(h) Any other lawful provisions for the conduct and regulation of the business of the corporation, for its voluntary dissolution, or for limiting, defining or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders.
(i) The subscriber or subscribers by whom the first meeting of the incorporators shall be called.
(j) The names and residences of the incorporators and the amount of stock subscribed for by each.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 7 - Corporations Dealing With Real Estate; Duration

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 the term of duration of the corporation, which shall not exceed fifty years.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 8 - First Meeting; Notice; Service; Waiver of Notice

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 the meeting, which shall be held within the commonwealth. A copy of such notice shall, seven days at least before the day appointed for the meeting, be given to each incorporator or left at his residence or usual place of business, or deposited in the post office, postage prepaid, and addressed to him at his residence or usual place of business, and another copy thereof, and an affidavit of one of the signers that the notice has been duly served, shall be recorded with the records of the corporation. If all of the incorporators shall in writing, upon the agreement of association, waive such notice and fix the time and place of the meeting, no notice shall be required.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 9 - Organization; Selection of Temporary Clerk; Adoption of By-Laws; Election of Officers

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 election by ballot of directors, of a treasurer, of a clerk and of such other officers as the by-laws required to be elected by the stockholders. The temporary clerk shall make and attest a record of the proceedings, until the clerk has been chosen and sworn, including a record of such choice and qualification.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 10 - Oath to Articles by Directors; Liability to Stockholders

Section 10. A majority of the directors elected at such first meeting shall forthwith make, sign and make oath to articles setting forth:
(a) A true copy of the agreement of association and the names of the subscribers thereto, or, if the corporation is created by special act, a copy of the act of incorporation.
(b) The date of the first meeting and of the successive adjournments thereof, if any.
(c) Subject to section fourteen, the amount of capital stock then to be issued, the amount thereof to be paid for in full in cash, the amount thereof to be paid for in cash by instalments and the instalment to be paid before the corporation commences business, and the amount thereof to be paid for in property. If such property consists in any part of real estate, its location, area and the amount of stock to be issued therefor shall be stated; if any part of such property is personal, it shall be described in such detail as the commissioner may require, and the amount of stock to be issued therefor stated. If any part of the capital stock is issued for services or expenses, the nature of such services or expenses and the amount of stock which is issued therefor shall be clearly stated.
(d) The name, residence and post office address of each of the officers of the corporation.
(e) A certification that the provisions of sections eight and nine relative to the calling and holding of the first meeting of the corporation, and the election of a temporary clerk, the adoption of by-laws, and the election of officers have been complied with.
(f) The final day of the corporation's fiscal year and the date provided in the by-laws for the annual meeting.
The information required by clauses (d) and (f) shall not be deemed a permanent part of the articles of organization, and may subsequently be amended by compliance with the provisions of sections twenty-four and twenty-nine, respectively.
The directors who sign such articles and the officers and directors who sign any amendment thereof shall be jointly and severally liable to any stockholder of the corporation for actual damages caused by any statement therein which is false and which they know, or on reasonable examination could have known, to be false.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 11 - Approval by Secretary of Corporation Documents; Filing of Articles

Section 11. The articles of organization and the agreement of association shall be submitted to the secretary who shall examine them and who may require such amendment thereof or such additional information as he deems necessary. If he finds that the provisions of law relative to the organization of the corporation have been complied with, he shall endorse his approval on the articles. Thereupon, the articles shall, upon payment of the fee provided by section fifty-three, be filed in the office of the state secretary.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 12 - Certificate of Incorporation

Section 12. Upon the approval and filing as above provided of the articles of organization of a corporation organized under general laws, the state secretary shall issue a certificate of incorporation in the following form:—
THE COMMONWEALTH OF MASSACHUSETTS
Be it known that whereas (the names of the subscribers to the agreement of association) have associated themselves with the intention of forming a corporation under the name of (the name of the corporation), and have complied with the provisions of the statutes of the commonwealth in such case made and provided, as appears from the articles of organization of said corporation, duly approved by the state secretary and recorded in this office: Now, therefore, I (the name of the state secretary), secretary of the commonwealth of Massachusetts, do hereby certify that said (names of the subscribers to the agreement of association), their associates and successors are legally organized and established as, and are hereby made an existing corporation as of (the date of filing of the articles of organization), under the name of (the name of the corporation), with the powers, rights and privileges, and subject to the limitations, duties and restrictions, which by law appertain thereto.
Witness my official signature hereunto subscribed, and the great seal of the commonwealth of Massachusetts hereunto affixed this day of in the year .
The state secretary shall sign the certificate of incorporation and cause the great seal of the commonwealth to be thereto affixed, and such certificate shall have the force and effect of a special charter. The existence of every corporation organized under general laws shall begin upon the filing of the articles of organization in the office of the state secretary. The state secretary shall make a record of the fact of said incorporation and shall create an index in alphabetical order. A certified statement of the fact of incorporation by the state secretary shall be conclusive evidence of such incorporation.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 13 - Scope of By-Laws

Section 13. Every corporation may determine by its by-laws the time and place of holding and the manner of conducting its meetings, and, in accordance with sections twenty-one and twenty-two, of electing its officers, the powers, duties and tenure of its officers, the number of its directors, the number of stockholders and of directors necessary to constitute a quorum, the manner of calling regular and special meetings of the directors, the expediency of providing for an executive committee, the number of members thereof, and the duties which may be delegated to it, the method of making demand for payment of subscriptions to its capital stock, the conditions under which a new certificate of stock may be issued in place of a certificate which is alleged to have been lost or destroyed, the method in general of transacting its business and the manner by which the by-laws may be altered, amended or repealed.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 14 - Creation and Issuance of Shares

Section 14. Every corporation in its agreement of association, or in the case of a corporation created by special law, in its articles of organization, or in an amendment to said agreement or articles which may be adopted as hereinafter provided, may create shares of stock with or without par value and may create two or more classes of stock with such preferences, voting powers, restrictions and qualifications thereof as shall be fixed in said agreement or articles or in such amendment. Subject to any provisions so fixed, every share without par value shall be equal to every other such share.
The provisions of law relating to the issue of shares of capital stock with par value shall apply to the issue of shares without par value, and a corporation may issue its authorized shares without par value for such cash, property, tangible or intangible, services or expenses as may be determined from time to time by the board of directors, subject to the provisions of the agreement of association, articles of organization or amendments thereof and, in the case of an increase of capital stock, subject to the vote of stockholders determining the terms and manner of the disposition of the increased stock pursuant to section forty-one, and when the cash or other consideration for which they are to be issued, as stated in the articles of organization, or certificate of issue, or articles of amendment, made pursuant to section ten, sixteen or forty-four, has been received, said shares shall be fully paid stock and not liable to any further call or assessment thereon, nor shall the subscriber or holder be liable for any further payments, except as provided in section thirty-five.
In any case in which the law requires that the par value of the shares of stock of a corporation be stated, it shall be stated, in respect of shares without par value, that such shares are without par value; and wherever the amount of stock, authorized or issued, is required to be stated, if any shares without par value are authorized, the number of shares authorized or issued of the several classes shall be stated, and it shall also be stated whether such shares are with or without par value and what the par value is of such shares as have par value.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 15 - Consideration for Capital Stock; Instalment Payments

Section 15. Capital stock may be issued for cash, at not less than par, if the shares have par value, and may be issued for property, tangible or intangible, or for services or expenses. Stock issued for cash may be paid for in full before it is issued or by instalments. If it is paid for by instalments, the stock certificate shall be legibly stamped with the words '' per cent paid up, balance payable (stating manner and time of payment) and shares subject to forfeiture if unpaid,'' the facts being truly stated; and, as each instalment is demanded and paid, the certificate shall be stamped accordingly.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 16 - Issuance of Unissued Balance of Authorized Capital Stock; Approval; Filing

Section 16. The whole or any part of any unissued balance of the authorized capital stock may be issued, subsequent to the issue of stock certified by the articles of organization, by vote of the directors, under authority of the by-laws or of a general or special vote of the incorporators at the first meeting or of the stockholders at a subsequent meeting, if, within thirty days after such vote of the directors, a certificate signed and sworn to by the president, treasurer and a majority of the directors is submitted to the secretary, setting forth—(a) the total amount of capital stock authorized; (b) the amount of stock already issued for cash payable by instalments and the amount paid thereon; also the amount of full paid stock already issued for cash, property, services or expenses; (c) the amount of additional stock to be issued for cash, property, services or expenses, respectively; (d) a description of said property, and a statement of the nature of said services or expenses, in the manner required by section ten. The secretary shall examine such certificate in the same manner as the original articles of organization. If he finds that it conforms to the requirements of law, he shall endorse his approval thereon, and it shall thereupon be filed in the office of the state secretary, upon payment of the fee provided in section fifty-five. No issue of stock subsequent to that certified by the articles of organization shall be lawful until said certificate is filed with the secretary as aforesaid. No stock shall be at any time issued unless the cash, so far as due, or the property, services or expenses for which it was authorized to be issued, has been actually received or incurred by, or conveyed or rendered to, the corporation, or is in its possession as surplus; nor shall any note or evidence of indebtedness, secured or unsecured, of any person to whom stock is issued, be deemed to be payment therefor; and the president, treasurer and directors shall be jointly and severally liable to any stockholder of the corporation for actual damages caused to him by such issue.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 17 - Validation of Issue Not Submitted for Approval

Section 17. An issue of stock subsequent to that certified by the articles of organization which is invalid solely for the reason that the certificate is not submitted to the secretary within thirty days as required by the preceding section may be rendered lawful and valid as of the date of its issue if the certificate is afterward submitted to him, and is examined and approved by him and filed in the office of the state secretary, upon payment of such fee, to be determined annually by the commissioner of administration under the provision of section three B of chapter seven.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 18 - Payment of Subscriptions

Section 18. In the case of capital stock authorized to be issued for cash, whether or not to be paid in full before issue, the directors may require payment in such proportions and at such times and places as they deem proper, by making demand therefor according to the by-laws, or, in default of such by-law, by notice mailed to each subscriber or stockholder at least seven days before his subscription or any portion thereof, or any instalment due upon stock already issued, is payable.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 19 - Subscriptions in Default; Sale of Rights to Subscribe

Section 19. If, under the articles of organization, capital stock issued for cash is to be paid for in full before it is issued, and the subscriber refuses or neglects to pay the amount demanded for thirty days after the time limited for payment in the demand made under the preceding section, his rights of subscription may be sold by public auction by the treasurer of the corporation who, out of the proceeds of such sale, shall pay to the corporation the amount then due from such subscriber with interest and incidental charges, first giving notice by mail to such subscriber, not less than ten days prior to such sale, of the time and place appointed therefor and of the amount due and payable by him. Upon the sale of such rights as aforesaid, the directors shall give to the purchaser a certificate thereof. If the rights of such subscriber do not sell for an amount sufficient to pay the amount due from him with interest and charges of sale, he shall be liable to the corporation in an action at law for the deficiency; if they sell for more, he shall be entitled to the surplus. At the expiration of thirty days after the time limited for payment as aforesaid, the directors may waive their right to offer such rights for sale, and may elect to proceed at law against such delinquent subscriber to recover all amounts due and payable by him with interest. If said rights are not sold at said auction, or if a judgment rendered in an action against a subscriber remains unsatisfied for thirty days, all amounts previously paid by him shall be forfeited to the corporation.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 21 - Management of Corporation

Section 21. The business of every corporation shall be managed and conducted by a president, a board of not less than three directors, a clerk, a treasurer and such other officers and such agents as the corporation by its by-laws shall authorize. The treasurer may be required to give a bond for the faithful performance of his duty in such sum and with such sureties as the by-laws may prescribe. The clerk, who shall be a resident of the commonwealth, shall be sworn and shall record all votes of the corporation in a book to be kept therefor.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 22 - Election or Appointment of Officers; Terms; Qualifications

Section 22. Except as otherwise provided in this and the following section, the directors, treasurer and clerk shall be elected annually by ballot, by such stockholders as have the right to vote, and the president shall be elected annually by and from the board of directors. All other agents and officers shall be chosen or appointed, and all vacancies filled, in the manner prescribed in the by-laws, or, in default of such by-law, by the board of directors. Every director, unless the by-laws otherwise provide, shall be a stockholder. The directors and other officers shall hold office for one year and until their successors are chosen and qualified, except that a corporation may, by its articles of organization or by an amendment to such articles adopted as provided in this chapter, divide its directors into classes and prescribe the tenure of office of the several classes and the class of stock by which each class of directors shall be elected; but no class shall be elected for a shorter period than one year or for a longer period than five years, and the term of office of at least one class shall expire in each year.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 23 - Manufacturing Corporations; Election of Directors by Employees

Section 23. A manufacturing corporation may provide by by-law for the nomination and election by its employees of one or more of them as members of its board of directors. All such elections shall be held at the works of the corporation on the day of the annual meeting, and the voting shall be by secret ballot. If less than a majority of those entitled to vote participate in the election there shall be no election, and the vacancy shall be filled as provided in the preceding section. A director elected by the employees shall have the same rights and powers and shall be subject to the same duties and responsibilities as a director elected by the stockholders.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 24 - Certificate of Changes; Submission to Secretary; Filing; Penalty

Section 24. Whenever any change is made in the officers of a corporation, except at the annual meeting, the corporation shall forthwith submit to the secretary a certificate of such change, signed and sworn to by the clerk. The secretary shall examine such certificate and if he finds that it conforms to the requirements of this chapter, he shall endorse his approval thereon and cause the same to be filed and preserved in book form convenient for and open to public inspection. Any corporation which fails to submit a certificate as aforesaid within thirty days after such change has been made, or which fails to keep a clerk of the corporation in this commonwealth, shall forfeit not more than five hundred dollars, to be recovered in the manner prescribed by section fifty-two.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 26 - Executive Committee of Board; Duties

Section 26. A corporation may, by its by-laws, provide for an executive committee to be elected from and by its board of directors. To such committee may be delegated the management of the current and ordinary business of the corporation, and such other duties as the by-laws may prescribe.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 28 - Stockholders Meetings; Time; Place; Notice; Quorum; Waiver of Notice

Section 28. There shall be an annual meeting of the stockholders, and the time and place of holding it, and the manner of conducting it, shall be fixed by the by-laws; but it shall be held within ninety days after the end of the fiscal year of the corporation. All meetings of stockholders shall be held in the commonwealth. A written notice, stating the place, day and hour thereof, shall be given by the clerk, at least seven days before the meeting, to each stockholder entitled to vote thereat and to each stockholder who, under the agreement of association or any amendment thereof or under the by-laws, is entitled to such notice, by leaving such notice with him or at his residence or usual place of business, or by mailing it, postage prepaid, and addressed to such stockholder at his address as it appears upon the books of the corporation. Unless the by-laws otherwise provide, a majority in interest of all stock issued and outstanding and entitled to vote shall constitute a quorum. Notices of all meetings of stockholders shall state the purposes for which the meetings are called. No notice of the time, place or purpose of any regular or special meeting of the stockholders shall be required if every stockholder entitled to notice thereof, or his attorney thereunto authorized, by a writing which is filed with the records of the meeting, waives such notice.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 29 - Change in Date of Annual Meeting

Section 29. Whenever any change is made altering the date fixed in the by-laws for the annual meeting of a corporation, the corporation shall forthwith submit to the secretary a certificate of such change, signed and sworn to by the clerk of the corporation. The secretary shall examine such certificate and if he finds that it conforms to the requirements of this chapter, he shall endorse his approval thereon and cause it to be filed and preserved in book form convenient for reference and open to public inspection. Any corporation which fails to submit a certificate as aforesaid within thirty days after such a change has been made, shall forfeit not more than one hundred dollars, to be recovered in the manner prescribed by section fifty-two.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 30 - Special Meetings

Section 30. Special meetings of the stockholders may be called by the president or by a majority of the directors, and shall be called by the clerk, or in case of the death, absence incapacity or refusal of the clerk, by any other officer, upon written application of one or more stockholders who are entitled to vote and who hold at least one tenth part in interest of the capital stock entitled to vote at the meeting, stating the time, place and purpose of the meeting.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 32 - Voting Rights; Proxies

Section 32. Stockholders entitled to vote shall, except as provided in sections two and four of chapter one hundred and fifty-seven, have one vote for each share of stock owned by them; provided, that in corporations having two or more classes of stock, the voting powers of the different classes may be fixed in the manner provided by section fourteen. Capital stock shall not be voted upon if any instalment of the subscription therefor which has been duly demanded under section eighteen is overdue and unpaid. Stockholders may vote either in person or by proxy. No proxy which is dated more than six months before the meeting named therein shall be accepted, and no such proxy shall be valid after the final adjournment of such meeting.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 33 - Certificates; Signatures; Seal; Limitations and Preferences

Section 33. Each stockholder shall be entitled to a certificate, in form conformable to section fifteen, which shall be signed by the president or a vice president and either the treasurer or an assistant treasurer of the corporation, shall be sealed with its seal and shall certify the number of shares, and the class thereof, owned by him in such corporation; but when any such certificate is signed by a transfer agent or transfer clerk and by a registrar and the registrar is not the same person, partnership, association, trust or corporation as the transfer agent or transfer clerk, the signature of the president or a vice president or of the treasurer or an assistant treasurer of the corporation, or both such signatures, or the seal of the corporation, or either or both such signatures and such seal, upon such certificate may be facsimile, and such certificate shall be as valid and effectual for all purposes as if signed by such officer or officers, or sealed with its corporate seal, as the case may be. Each certificate of stock, which by the agreement of association or amended agreement of association or, in the case of a corporation created by special law, by its articles of organization or by amendment is limited as to its voting rights or is preferred as to its dividend or as to its share of assets upon dissolution, shall have plainly written, printed or stamped thereon either a sufficient statement of such limitation or preference or a notification that its preferences, voting powers, restrictions and qualifications are fixed in the agreement of association or articles of organization or amendments filed in the office of the state secretary.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 34 - Replacement of Lost or Destroyed Certificates

Section 34. The directors of a corporation may, subject to section forty-two of chapter one hundred and fifty-five and to the by-laws of the corporation, determine the conditions upon which a new certificate of stock may be issued in place of any certificate alleged to have been lost or destroyed. They may, in their discretion, require the owner of a lost or destroyed certificate, or his legal representative, to give a bond with sufficient surety to the corporation in a sum not exceeding double the market value of the stock to indemnify the corporation against any loss or claim which may arise by reason of the issue of a certificate in place of such lost or destroyed stock certificate.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 35 - Reduction of Capital Stock; Services Rendered by Operatives; Liability; Disproportionate Payments by a Stockholder; Contribution

Section 35. The stockholders of a corporation which reduces its capital stock in violation of section forty-five shall be liable for the payment of the debts and contracts of the corporation existing at the time of such reduction to the extent of the amount withdrawn and paid to them respectively. The stockholders of a corporation shall also be liable for all money due to operatives for services rendered within six months before demand made upon the corporation and its neglect or refusal to make such payment. A stockholder who pays on a judgment or otherwise more than his proportion of any debt included in this section shall have a claim for contribution against the other stockholders.
Unless otherwise provided in the agreement of association, articles of organization or amendments thereof, such contribution, in the case of liability based on reduction of capital stock, shall be in proportion to the amounts so withdrawn and paid to them respectively, and in the case of any other liability under this section shall be in proportion to the amounts of stock held by them respectively at the time when their liability accrued, shares of stock with par value to be computed for this purpose at their par value as fixed at that time, and shares without par value to be computed at the value, at the time of issue, of the cash, property, services or expenses for which they were issued, but not including paid-in surplus.