reglab/statecodes huggingface dataset:
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 15.01 - Authority to Transact Business Required

Section 15.01. AUTHORITY TO TRANSACT BUSINESS REQUIRED
(a) A foreign corporation that transacts business or has a usual place of business in the commonwealth shall deliver the certificate required by section 15.03 to the secretary of state for filing.
(b) The following activities, among others, do constitute transacting business within the meaning of subsection (a):
(1) the ownership or leasing of real estate in the commonwealth;
(2) engaging in the construction, alteration or repair of any structure, railway or road; or
(3) engaging in any other activity requiring the performance of labor.
(c) The following activities, among others, without more, do not constitute transacting business within the meaning of subsection (a):
(1) maintaining, defending, or settling any proceeding;
(2) holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;
(3) maintaining bank accounts;
(4) maintaining offices or agencies for the transfer, exchange, and registration of the corporations own securities or maintaining trustees or depositories with respect to those securities;
(5) selling through independent contractors;
(6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside the commonwealth before they become contracts;
[There is no clause (7) or clause (8).]
(9) conducting an isolated transaction that is not one in the course of repeated transactions of a like nature;
(10) transacting business in interstate commerce; or
(11) performing activities subject to regulation under chapter 167 or chapter 175, if the foreign corporation has complied with the applicable chapter.
(d) The list of activities in subsections (b) and (c) is not exhaustive.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 15.02 - Consequences of Transacting Business Without Authority

Section 15.02. CONSEQUENCES OF TRANSACTING BUSINESS WITHOUT AUTHORITY
(a) A foreign corporation transacting business in the commonwealth without delivering to the secretary of state for filing the certificate required by section 15.03 shall not maintain a proceeding in any court in the commonwealth until the certificate is delivered and filed.
(b) The successor to a foreign corporation that transacted business in the commonwealth without delivering to the secretary of state for filing the certificate required by section 15.03 and the assignee of a cause of action arising out of that business shall not maintain a proceeding based on that cause of action in any court in the commonwealth until the foreign corporation or its successor delivers the certificate and it is filed.
(c) A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor is required to deliver to the secretary of state for filing the certificate required by section 15.03. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor delivers the certificate and it is filed.
(d) A foreign corporation is liable to the commonwealth for the years or parts of years during which it transacted business in the commonwealth without delivering to the secretary of state for filing the certificate required by section 15.03, in an amount equal to (1) all late fees which would have been imposed by law had it duly delivered the certificate and (2) all interest and penalties imposed by law for failure to pay the fees. A foreign corporation is further liable to the commonwealth, for each month or part thereof during which it transacted business without delivering the certificate, in an amount determined by the secretary of state, which amount shall in no event exceed the amount established by the commissioner of administration under section 3B of chapter 7, except that a foreign corporation which has delivered such certificate shall not be liable for such monthly penalty for the first 10 days during which it transacted business without delivering such certificate. Such fees and penalties may be levied by the secretary of state. The attorney general may bring an action necessary to recover amounts due to the commonwealth under this subsection including an action to restrain a foreign corporation against which fees and penalties have been imposed pursuant to this subsection from transacting business in the commonwealth until the fees and penalties have been paid.
(e) Notwithstanding subsections (a) and (b), the failure of a foreign corporation to deliver to the secretary of state for filing the certificate required by section 15.03 shall not impair the validity of its corporate acts or prevent it from defending any proceeding in the commonwealth, or affect the validity of any contract entered into by the foreign corporation.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 15.03 - Delivering Certificate by Foreign Corporation

Section 15.03. DELIVERING CERTIFICATE BY FOREIGN CORPORATION
(a) A foreign corporation shall, not later than 10 days after it commences transacting business in the commonwealth, deliver to the secretary of state for filing a certificate setting forth:
(1) the name of the foreign corporation or, if its name is unavailable for use in the commonwealth, a corporate name that satisfies the requirements of section 15.06;
(2) the name of the state or country under whose law it is incorporated;
(3) its date of incorporation and period of duration;
(4) the street address of its principal office;
(5) the address of its registered office in the commonwealth, the name of its registered agent at that office and the agents written consent, either on the certificate or attached to it, to its appointment as agent;
(6) its fiscal year;
(7) a brief description of the activities to be conducted by the foreign corporation in the commonwealth; and
(8) the names and usual business addresses of its current directors and officers.
(b) The foreign corporation shall deliver with the completed certificate a certificate of existence, or a document of similar import, duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated.
(c) The secretary of state shall examine and endorse his approval on the certificate delivered by the foreign corporation if the business of the foreign corporation is not prohibited by law to a corporation formed under the laws of the commonwealth and if the secretary of state determines that the certificate complies with this section. Upon such approval and payment of the required fee, the certificate shall be filed by the secretary of state and the foreign corporation shall be considered to be registered to transact business in the commonwealth.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 15.04 - Amended Certificate

Section 15.04. AMENDED CERTIFICATE
(a) A foreign corporation that has delivered to the secretary of state for filing the certificate required by section 15.03 shall deliver an amendment to the certificate if it changes:
(1) its corporate name;
(2) the period of its duration;
(3) the state or country of its incorporation;
(4) the street address of its principal office;
(5) its fiscal year; or
(6) the activities conducted by the foreign corporation in the commonwealth.
(b) A foreign corporation that changes its corporate name or the state or country of its incorporation shall deliver with the completed amendment a certificate evidencing the changes duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated.
(c) A foreign corporation that has delivered to the secretary of state for filing the certificate required by section 15.03 may deliver an amendment to the certificate for any other reason.
(d) The requirements of section 15.03 for delivering to the secretary of state for filing an original certificate apply to delivering any amendment thereto under this section, except that an amendment need not contain any of the information the original certificate that is not being changed and the certificate required by subsection (b) of this section need be delivered only in the circumstances set forth in said subsection (b).
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 15.05 - Effect of Filing of Certificate

Section 15.05. EFFECT OF FILING OF CERTIFICATE
(a) The delivering by the foreign corporation to the secretary of state for filing of the certificate required by section 15.03 authorizes the foreign corporation to transact business in the commonwealth subject, however, to the right of the commonwealth to revoke the authority as provided in this chapter.
(b) A foreign corporation authorized to do business in the commonwealth has the same but no greater rights and has the same but no greater privileges as, and except as otherwise provided by this chapter is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character.
(c) Subject to the constitution of the commonwealth, a foreign corporations organization and internal affairs and the liability of its stockholders and directors shall be governed by the laws of the jurisdiction under which it is organized. A foreign corporation may not be denied the authority to transact business in the commonwealth by reason of any difference between such laws and the laws of the commonwealth.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 15.07 - Registered Office and Registered Agent of Foreign Corporation

Section 15.07. REGISTERED OFFICE AND REGISTERED AGENT OF FOREIGN CORPORATION
Each foreign corporation authorized to transact business in the commonwealth shall continuously maintain in the commonwealth:
(1) a registered office that may be the same as any of its places of business; and
(2) a registered agent, who may be:
(i) an individual who resides in the commonwealth and whose business office is identical with the registered office;
(ii) a domestic corporation, not-for-profit domestic corporation or domestic limited liability company whose business office is identical with the registered office; or
(iii) a foreign corporation, foreign not-for-profit corporation or foreign limited liability company authorized to transact business in the commonwealth whose business office is identical with the registered office.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 15.08 - Change of Registered Office or Registered Agent of Foreign Corporation

Section 15.08. CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT OF FOREIGN CORPORATION
(a) A foreign corporation authorized to transact business in the commonwealth may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth:
(1) its name;
(2) the street address of its current registered office;
(3) if the current registered office is to be changed, the street address of its new registered office;
(4) the name of its current registered agent;
(5) if the current registered agent is to be changed, the name of its new registered agent and the new agent's written consent, either on the statement or attached to it, to the appointment; and
(6) that after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.
(b) If a registered agent changes the street address of his business office, he may change the street address of the registered office of any foreign corporation for which he is the registered agent by notifying the foreign corporation in writing of the change and signing, either manually or in facsimile, and delivering to the secretary of state for filing a statement of change that complies with the requirements of subsection (a) and recites that the foreign corporation has been notified of the change. If the street addresses of more than one foreign corporation are being changed at the same time, there may be included in a single statement the names of all foreign corporations the street addresses of the registered office of which are being changed.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 15.09 - Resignation of Registered Agent of Foreign Corporation

Section 15.09. RESIGNATION OF REGISTERED AGENT OF FOREIGN CORPORATION
(a) The registered agent of a foreign corporation may resign his agency appointment by signing and delivering to the secretary of state for filing a statement of resignation. The registered agent shall furnish a copy of the statement to the foreign corporation. The statement of resignation may include a statement that the registered office is also discontinued.
(b) The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 15.11 - False Reports or Statements

Section 15.11. FALSE REPORTS OR STATEMENTS
(a) An officer of a foreign corporation who signs any statement or report required by this chapter which is false in any material representation and that he knows or has reason to know to be false shall be liable to a creditor of the foreign corporation who has relied upon the false representation to the extent of the actual damage sustained by him by reason of such reliance; but the officer signing the statement or report shall not be liable to creditors for debts contracted or contracts entered into after the filing of a statement or report or a corrected statement or report that is not false in any material representation.
(b) No liability shall be imposed under this section upon any director or officer who shall have discharged the duties of his position in good faith and with the degree of diligence, care and skill that prudent men would ordinarily exercise under similar circumstances in a like position. In discharging his duties the person, when acting in good faith shall be entitled to rely upon the books of account of the foreign corporation or upon written reports made to the foreign corporation by any of its officers, other than such person, or by an independent public accountant.
(c) Any director or officer who pays on a judgment rendered on a claim asserted under this section shall be entitled to contribution from the other directors and officers against whom judgment has been entered on the same claim or who shall be ascertained to be liable to the plaintiff upon the same claim.
(d) Whoever knowingly makes, executes, delivers or publishes any report or statement required by law to be made, executed, filed or published by a foreign corporation in the commonwealth, or whoever causes the same to be done, which report or statement is false in any material representation, shall be punished by a fine of not more than $5,000 or by imprisonment for not more than 3 years, or both.
(e) Whoever knowingly makes, executes, delivers or publishes any report or statement required by the law of another state or country to be made, executed, or published by a foreign corporation, or whoever causes the same to be done, within the commonwealth, which report or statement is false in any material representation, shall be punished by a fine of not more than $5,000 or by imprisonment for not more than 3 years, or both.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 15.20 - Withdrawal of Foreign Corporation

Section 15.20. WITHDRAWAL OF FOREIGN CORPORATION
(a) A foreign corporation authorized to transact business in the commonwealth may not withdraw from the commonwealth until it obtains the consent of the secretary of state.
(b) A foreign corporation authorized to transact business in the commonwealth may apply for withdrawal by delivering an application to the secretary of state for filing. The application shall set forth:
(1) the name of the foreign corporation and the name of the state or country under whose law it is incorporated;
(2) that it is not transacting business in the commonwealth and that it surrenders its authority to transact business in the commonwealth;
(3) that it revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in the commonwealth;
(4) a mailing address to which the secretary of state may mail a copy of any process served on him under clause (3);
(5) a commitment to notify the secretary of state in the future of any change in its mailing address; and
(6) a certification that all taxes known to the corporation to be due to the commonwealth have been paid or provided for.
(c) After the withdrawal of the corporation is effective, service of process on the secretary of state under this section is service on the foreign corporation. Upon receipt of process, the secretary of state shall mail a copy of the process to the foreign corporation at the mailing address set forth under subsection (b).
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 15.21 - Automatic Withdrawal Upon Certain Conversions

Section 15.21. AUTOMATIC WITHDRAWAL UPON CERTAIN CONVERSIONS
A foreign business corporation authorized to transact business in the commonwealth that converts into a domestic nonprofit corporation or any form of domestic filing entity shall be considered to have withdrawn on the effective date of the conversion.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 15.22 - Withdrawal Upon Conversion to a Nonfiling Entity

Section 15.22. WITHDRAWAL UPON CONVERSION TO A NONFILING ENTITY
(a) A foreign corporation authorized to transact business in the commonwealth that converts into a form of domestic or foreign nonfiling entity shall apply for withdrawal by delivering an application to the secretary of state for filing. The application shall set forth:
(1) the name of the foreign business corporation and the name of the state or country under whose law it was incorporated before the conversion;
(2) that it surrenders its authority to transact business in the commonwealth as a foreign business corporation;
(3) the type of other entity into which it has been converted and the jurisdiction whose laws govern its internal affairs;
(4) if it has been converted into a foreign other entity:
(i) that it revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in the commonwealth;
(ii) a mailing address to which the secretary of state may mail a copy of any process served on him under subclause (i); and
(iii) a commitment to notify the secretary of state in the future of any change in its mailing address.
(b) After the withdrawal under this section of a corporation that has converted into a foreign other entity is effective, service of process on the secretary of state is service on the foreign other entity. Upon receipt of process, the secretary of state shall mail a copy of the process to the foreign other entity at the mailing address set forth under clause (4) of subsection (a).
(c) After the withdrawal under this section of a corporation that has converted into a domestic other entity is effective, service of process shall be made on the other entity in accordance with the regular procedures for service of process on the form of other entity into which the corporation was converted.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 15.23 - Transfer of Authority

Section 15.23. TRANSFER OF AUTHORITY
(a) A foreign business corporation authorized to transact business in the commonwealth that converts into a foreign nonprofit corporation or into any form of foreign other entity that is required to deliver for filing an application for authority to transact business in the commonwealth or make a similar type of delivery with the secretary of state if it transacts business in the commonwealth shall deliver to the secretary of state for filing an application for transfer of authority executed by any officer or other duly authorized representative. The application shall set forth:
(1) the name of the corporation;
(2) the type of other entity into which it has been converted and the jurisdiction whose laws govern its internal affairs;
(3) any other information that would be required in a filing under the laws of the commonwealth by an other entity of the type the corporation has become seeking authority to transact business in the commonwealth.
(b) The application for transfer of authority shall be delivered to the secretary of state for filing and shall take effect on the effective date provided in section 1.23.
(c) Upon the effectiveness of the application for transfer of authority, the authority of the corporation under this chapter to transact business in the commonwealth shall be transferred without interruption to the other entity which shall thereafter hold such authority subject to the provisions of the laws of the commonwealth applicable to that type of other entity.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 15.30 - Grounds for Revocation

Section 15.30. GROUNDS FOR REVOCATION
The secretary of state may commence a proceeding under section 15.31 to revoke the authority of a foreign corporation to transact business in the commonwealth if the foreign corporation has failed to comply with laws requiring the filing of reports with the secretary of state or the filing of any tax returns or the payment of any taxes under chapter 62C or chapter 63 for 2 or more consecutive years.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 15.31 - Procedure for and Effect of Revocation

Section 15.31. PROCEDURE FOR AND EFFECT OF REVOCATION
(a) If the secretary of state determines that one or more grounds exist under section 14.20 for dissolving a corporation, he shall notify the corporation's registered agent of his determination. The notice shall be in writing and mailed postage prepaid to the corporation's registered office, or if the registered agent consents, sent by electronic mail to an electronic mail address furnished by the agent for the purpose.
(b) If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within 90 days after the notice is given, the secretary of state may revoke the foreign corporations authority to transact business in the commonwealth. The secretary of state shall note the fact of revocation on his records, including the effective date thereof.
(c) The authority of a foreign corporation to transact business in the commonwealth ceases on the date on which the secretary of state makes revocation of such authority effective.
(d) Revocation of a foreign corporations authority to transact business in the commonwealth does not terminate the authority of the registered agent of the corporation until the registered agent resigns his agency pursuant to section 15.09.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 15.32 - Appeal From Revocation

Section 15.32. APPEAL FROM REVOCATION
(a) A foreign corporation the authority to transact business in the commonwealth of which has been revoked under section 15.30 may apply to the secretary of state for reinstatement of such authority at any time. The application shall:
(1) recite the name of the foreign corporation and the effective date of the revocation;
(2) state that the ground or grounds for revocation either did not exist or have been eliminated;
(3) state that the foreign corporations name satisfies the requirements of sections 4.01 and 15.06; and
(4) contain a certificate from the department of revenue reciting that all tax returns required to be filed by the foreign corporation under chapters 62C and 63 have been filed and all taxes shown due on such returns and any related penalties have been paid.
(b) If the secretary of state determines that the application contains the information required by subsection (a) and that the information is correct, he shall reinstate the authority of the foreign corporation to transact business in the commonwealth and shall note the fact of reinstatement on his records and the effective date of reinstatement.
(c) The secretary of state may subject such reinstatement to such terms and conditions, including the payment of reasonable fees, as in his judgment the public interest may require. He may in his discretion make the reinstatement effective for all purposes or for any specified purpose or purposes, in each case with or without limitation of time. When the reinstatement is effective, if by its terms it is effective for all purposes or if the secretary of state specifies that it shall be effective for purposes of this sentence, then the reinstatement relates back to and takes effect as of the effective date of the revocation of authority and the corporation resumes carrying on its business as if the revocation of authority had never occurred, with all its original powers and duties and with liability, for all contracts, acts, matters and things made, done or performed in its name and on its behalf before reinstatement, as if the revocation of authority had never occurred, except as otherwise specified by the secretary of state.
(d) Any limitation in the reinstatement relative to the purpose or purposes of reinstatement, or of a limitation of the time thereof, may be amended by the secretary of state for cause shown to his satisfaction.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 16.01 - Corporate Records

Section 16.01. CORPORATE RECORDS
(a) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.
(b) A corporation shall maintain appropriate accounting records.
(c) A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each.
(d) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
(e) A corporation shall keep within the commonwealth a copy of the following records at its principal office or an office of its transfer agent or of its secretary or assistant secretary or of its registered agent:
(1) its articles or restated articles of organization and all amendments to them currently in effect;
(2) its bylaws or restated bylaws and all amendments to them currently in effect;
(3) resolutions adopted by its board of directors creating one or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding;
(4) the minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting, for the past 3 years;
(5) all written communications to shareholders generally within the past 3 years, including the financial statements furnished under section 16.20 for the past 3 years;
(6) a list of the names and business addresses of its current directors and officers; and
(7) its most recent annual report delivered to the secretary of state under section 16.22.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 16.03 - Scope of Inspection Right

Section 16.03. SCOPE OF INSPECTION RIGHT
(a) A shareholder's agent or attorney has the same inspection and copying rights as the shareholder represented.
(b) The corporation may, if reasonable, satisfy the right of a shareholder to copy records under section 16.02 by furnishing to the shareholder copies by photocopy or other means chosen by the corporation including copies furnished through an electronic transmission.
(c) The corporation may impose a reasonable charge, covering the costs of labor, material, transmission and delivery, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production, reproduction, transmission or delivery of the records.
(d) The corporation may comply at its expense, with a shareholder's demand to inspect the record of shareholders under clause (3) of subsection (b) of section 16.02 by providing the shareholder with a list of shareholders that was compiled no earlier than the date of the shareholder's demand.
(e) The corporation may impose reasonable restrictions on the use or distribution of records by the demanding shareholder.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 16.04 - Court-Ordered Inspection

Section 16.04. COURT–ORDERED INSPECTION
(a) If a corporation does not allow a shareholder who complies with section 16.02(a) to inspect and copy any records required by that subsection to be available for inspection, the superior court of the county where the corporation's principal office or, if none in the commonwealth, its registered office is located may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the shareholder.
(b) If a corporation does not within a reasonable time allow a shareholder to inspect and copy any other record, the shareholder who complies with subsections (b) and (c) of section 16.02 may apply to the superior court in the county where the corporation's principal office or, if none in the commonwealth, its registered office is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.
(c) If the court orders inspection and copying of the records demanded under section 16.02, it shall also order the corporation to pay the shareholder's costs, including reasonable counsel fees, incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the shareholder to inspect the records demanded; and the court may order the corporation to pay the shareholder's costs if it orders inspection and copying of records other than under section 16.02.
(d) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding shareholder.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 16.05 - Inspection of Records by Directors

Section 16.05. INSPECTION OF RECORDS BY DIRECTORS
(a) A director of a corporation is entitled to inspect and copy the books, records and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director's duties as a director, including duties as a member of a committee, but not for any other purpose or in any manner that would violate any duty to the corporation.
(b) If a corporation does not allow a director who purports to be entitled thereto pursuant to subsection (a) of section 16.05 to inspect and copy any books, records or documents required by that subsection to be available for inspection, the superior court of the county where the corporation's principal office or, if none in the commonwealth, its registered office is located may order inspection and copying of the books, records and documents demanded at the corporation's expense upon application of the director, unless the corporation establishes that the director is not entitled to such inspection rights. The court shall dispose of an application under this subsection on an expedited basis.
(c) If the court orders inspection and copying of the books, records and documents demanded, it may include provisions protecting the corporation from undue burden or expense, and prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to the corporation, and may also order the corporation to pay the director's costs, including reasonable counsel fees, incurred in connection with the application.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 16.06 - Exception to Notice Requirement; Consequences of Inability to Deliver Notice

Section 16.06. EXCEPTION TO NOTICE REQUIREMENT; CONSEQUENCES OF INABILITY TO DELIVER NOTICE
(a) Whenever notice is required to be given under any provision of this chapter to any shareholder, the notice shall not be required to be given if:
(1) notice of 2 consecutive annual meetings, and all notices of meetings during the period between the 2 consecutive annual meetings, have been sent to the shareholder at the shareholder's address as shown on the records of the corporation and have been returned undeliverable; or
(2) all, but not less than 2, payments of dividends on securities during a 12–month period, or 2 consecutive payments of dividends on securities during a period of more than 12 months, have been sent to the shareholder at the shareholder's address as shown on the records of the corporation and have been returned undeliverable.
(b) If the shareholder shall deliver to the corporation a written notice setting forth the shareholder's then-current address, the requirement that notice be given to the shareholder shall be reinstated.
(c) If the corporation is unable to deliver notice to any shareholder to an address furnished by the shareholder for the purpose and the inability becomes known to the secretary or an assistant secretary of the corporation, the transfer agent or other person responsible for the giving of notice, the corporation shall take such action as shall be reasonable in the circumstances to inform the shareholder of the inability and to request the shareholder to furnish a new address for the receipt of notices. Attempting to contact the shareholder at such other address, if any, as the corporation may have for the shareholder is deemed reasonable. The corporation may continue to rely on the address last furnished by the shareholder for notice until it is furnished in writing a new address for notice. The failure of the corporation to take the action required by this subsection shall not invalidate any meeting or other action.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 16.20 - Financial Statement for Shareholders

Section 16.20. FINANCIAL STATEMENTS FOR SHAREHOLDERS
(a) A corporation shall furnish to its shareholders upon request annual financial statements, which may be consolidated or combined statements of the corporation and 1 or more of its subsidiaries, as appropriate, that include a balance sheet as at the end of the fiscal year, an income statement for that year and, if available, a statement of changes in shareholder equity for that year unless that information appears elsewhere in the financial statements. If prepared by the corporation, the corporation shall also furnish a statement of cash flows for that year. If financial statements are prepared by the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis. For purposes of this subsection, financial statements may consist of copies of federal tax returns or other comparable information which is reasonable under the circumstances in the case where the corporation does not prepare financial statements as described above.
(b) If the annual financial statements are reported upon by a public accountant, his report shall accompany those statements. If not, those statements shall be accompanied by a certificate of the president or the person responsible for the corporation's accounting records:
(1) stating his reasonable belief whether the statements were prepared in accordance with generally accepted accounting principles or, if not, describing the basis of preparation; and
(2) describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.
(c) A corporation shall deliver the annual financial statements, or a written notice of their availability, to each shareholder before the earlier to occur of the annual meeting of shareholders or 120 days after the close of the fiscal year. Thereafter, the corporation shall deliver its most recent financial statements upon the written request of any shareholder to whom the statements were not delivered.
(d) A corporation shall not be required to furnish its annual financial statements to a shareholder if it can demonstrate a proper corporate purpose for withholding information contained in those statements from that shareholder.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 16.21 - By-Law Amendments

Section 16.21. BY–LAW AMENDMENTS
If the board of directors of a corporation makes, amends or repeals any bylaw, the corporation shall report in writing the substance of the change to the shareholders entitled to vote on amending the bylaws, with or before the notice of the next shareholders meeting. Any bylaw adopted by the board of directors may be amended or repealed by the shareholders.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 16.22 - Annual Report for Secretary of State

Section 16.22. ANNUAL REPORT FOR SECRETARY OF STATE
(a) Each domestic corporation, and each foreign corporation authorized to transact business in the commonwealth, shall deliver to the secretary of state for filing an annual report that sets forth:
(1) the name of the corporation and the state or country under whose law it is incorporated;
(2) the address of its registered office and the name of its registered agent at that office in the commonwealth;
(3) the address of its principal office;
(4) the names and business addresses of its directors, officers required by section 8.40(a), and chief executive officer and chief financial officer, if different;
(5) A brief description of its activities in the commonwealth.
(6) the total number of authorized shares, itemized by class and series, if any, within each class;
(7) the total number of issued and outstanding shares, itemized by class and series, if any, within each class; and
(8) the fiscal year of the corporation.
(b) Information in the annual report shall be current as of the date the annual report is executed on behalf of the corporation.
(c) The annual report shall be delivered to the secretary of state within 21/2 months after the end of the fiscal year of the corporation.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 17.01 - Application to Existing Domestic Corporations

Section 17.01. APPLICATION TO EXISTING DOMESTIC CORPORATIONS
Except so far as such application may be inconsistent with (i) provisions still in force of any special acts of incorporation, enacted before March 11, 1831, and not subject to amendment, alteration or repeal by the general court, or (ii) chapter 156A applicable to professional corporations incorporated thereunder, this chapter shall apply to:
(1) all domestic corporations having capital stock whether established before or after the effective date of this chapter, either by general or special law, for the purpose of carrying on business for profit except 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 light, heat or power company, canal, aqueduct or water company, cemetery or crematory company, any other corporations which on October 1, 1965 have or may thereafter 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, and corporations subject to chapter 157 and corporations subject to chapter 157A; and
(2) notwithstanding anything to the contrary in clause (1), all other corporations to which this chapter is made applicable by the express provisions of any other general or special law to the extent provided thereby.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 17.02 - Application to Qualified Foreign Corporations

Section 17.02. APPLICATION TO QUALIFIED FOREIGN CORPORATIONS
A foreign corporation authorized to transact business in the commonwealth on the effective date of this chapter is subject to this chapter but is not required to apply for new authority to transact business under this chapter.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 17.03 - Saving Provisions

Section 17.03. SAVING PROVISIONS
(a) Except as provided in subsection (b), the repeal of chapter 181 shall not affect:
(1) the operation of said chapter 181 or any action taken under it before its repeal;
(2) any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under said chapter 181 before its repeal;
(3) any violation of said chapter 181, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal; or
(4) any proceeding commenced under said chapter 181 before its repeal, and the proceeding may be completed in accordance with said chapter 181 as if it had not been repealed.
(b) If a penalty or punishment imposed for a violation of said chapter 181 is reduced by chapter 156D, the penalty or punishment if not already imposed shall be imposed in accordance with this chapter.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 17.04 - Severability

Section 17.04. SEVERABILITY
If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity shall not affect other provisions or applications of the chapter that can be given effect without the invalid provision or application, and to this end the provisions of the chapter are severable.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156e - Benefit Corporations › Section 3 - Compliance With Chapters 156a and 156d; Authority of This Chapter Over Articles of Organization, Bylaws or Shareholder Agreement of Benefit Corporation

Section 3. (a) Except as otherwise provided in this chapter, a benefit corporation doing business in the commonwealth shall comply with all applicable laws regarding corporations, including chapters 156A and 156D. Chapter 156D shall apply to benefit corporations and they shall enjoy the powers and privileges and be subject to the duties, restrictions and liabilities of corporations organized under said chapter 156D except where inconsistent with this chapter. The existence of this chapter shall not excuse or exempt any business organized under the laws of the commonwealth from complying with all relevant laws and regulations in the commonwealth, except to the extent they are inconsistent with this chapter.
(b) The articles of organization, bylaws or shareholder agreement of a benefit corporation may not relax, be inconsistent with or supersede this chapter. A benefit corporation's articles of organization, bylaws or shareholder agreement that is inconsistent with this chapter shall be void and unenforceable under this subsection and shall not render the entirety or remaining provisions of the articles of organization, bylaws or shareholder agreement void or unenforceable.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156e - Benefit Corporations › Section 5 - Election by Existing Corporation to Convert to Benefit Corporation

Section 5. An existing corporation organized under chapter 156A or chapter 156D may elect to become a benefit corporation by amending its articles of organization to include a statement that the corporation is a benefit corporation. In order to be effective, the amendment shall be adopted by at least the minimum status vote. Such amendment shall be treated as an amendment of the articles under clause (4) of subsection (a) of section 13.02 of said chapter 156D and the shareholders of the corporation shall be entitled to appraisal rights under sections 13.01 to 13.31, inclusive, of said chapter 156D.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156e - Benefit Corporations › Section 6 - Termination of Status as Benefit Corporation

Section 6. A benefit corporation may terminate its status as a benefit corporation and cease to be subject to this chapter by amending its articles of organization to delete the statement required by sections 4 and 5 that the corporation is a benefit corporation. In order to be effective, the amendment shall be adopted by at least the minimum status vote.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156e - Benefit Corporations › Section 7 - Prohibition Against Advertising as Benefit Corporation Without Full Compliance With This Chapter

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