reglab/statecodes huggingface dataset:
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 63 - Duties and Liabilities of Members and Managers

Section 63. (a) Unless the provisions of this chapter or the context indicate otherwise, each reference in the General Laws to a ''person'', where such reference includes any partnership, whether general or limited and whether domestic or foreign, shall be deemed to include a limited liability company.
(b) To the extent that, at law or in equity, a member or manager has duties, including fiduciary duties, and liabilities relating thereto to a limited liability company or to another member or manager, (1) any such member or manager acting under the operating agreement shall not be liable to the limited liability company or to any such other member or manager for the member's or manager's good faith reliance on the provision of the operating agreement, and (2) the member's or manager's duties and liabilities may be expanded or restricted by provisions in the operating agreement.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 64 - Reorganization of Limited Liability Company

Section 64. (a) Any limited liability company, a plan of reorganization of which, pursuant to the provisions of any applicable statute of the United States relating to reorganizations of corporations or limited liability companies, has been or shall be confirmed by the decree or order of a court of competent jurisdiction, may put into effect and carry out the plan and the decrees and orders of the court relative thereto and may take any proceeding and do any act provided in the plan or directed by such decrees and orders, without further action by its members or managers. Such power and authority may be exercised, and such proceedings and acts may be taken, as may be directed by such decrees or orders, by the trustee or trustees of such limited liability company appointed by the court in the reorganization proceedings or a majority thereof or if none be appointed and acting, by designated members or managers of the limited liability company, or by a master or other representative appointed by the court, with like effect as if exercised and taken by unanimous action of the members and managers of the limited liability company.
(b) The provisions of this section shall cease to apply to such limited liability company upon the entry of a final decree in the reorganization proceedings closing the case and discharging the trustee or trustees, if any.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 65 - Liability Insurance

Section 65. The regulating boards, as defined in subsection (c) of section two of chapter one hundred and fifty-six A, shall adopt regulations requiring the designated amount of required liability insurance to be maintained by limited liability companies and members subject to their jurisdiction pursuant to subsection (c) of section six. The term designated amount shall be the amount deemed appropriate by the regulating board to cover negligence, wrongful acts, errors and omissions and that insures the company and its members.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 66 - Recordable Instruments Affecting Real Property Binding on Limited Liability Company

Section 66. Any recordable instrument purporting to affect an interest in real property, including without limitation, any deed, lease, notice of lease, mortgage, discharge or release of mortgage, assignment of mortgage, easement and certificate of fact, executed in the name of a limited liability company by any person who is identified on the certificate of organization, as amended, of a domestic limited liability company, or on the application for registration, as amended, of a foreign limited liability company, as a manager or as a person authorized to execute, acknowledge, deliver and record recordable instruments affecting interests in real property, shall be binding on the limited liability company in favor of a seller, purchaser, grantor, grantee, lessor, lessee, mortgagor, mortgagee, and any other person relying in good faith on such instrument, notwithstanding any inconsistent provisions of the operating agreement, side agreements among the members or managers, by-laws or rules, resolutions or votes of the limited liability company.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 67 - Certification of Authority to Act for Limited Liability Company

Section 67. Any person who is identified on the certificate of organization, as amended, of a domestic limited liability company, or on the application for registration, as amended, of a foreign limited liability company, as a manager or as a person who is authorized to execute any documents to be filed with the office of the state secretary, may certify as to the incumbency of any manager or member and as to the authority of any person, whether or not such person is identified on the certificate of organization or on the application for registration, to act for the limited liability company, including without limitation with respect to the matters referred to in section sixty-six, and any such certification shall be binding on the limited liability company in favor of a person relying in good faith on such certification, notwithstanding any inconsistent provisions of the operating agreement, side agreements among the members, the managers or both, by-laws or rules, resolutions or votes of the limited liability company.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 68 - Good Standing

Section 68. A limited liability company shall be deemed to be in good standing with the secretary of the commonwealth if such limited liability company appears from the records of the said secretary to exist and has paid all fees then due to the secretary, and no certificate of cancellation has been filed by or with respect to the limited liability company. Upon the request of any person and payment of such fee as may be prescribed by law, the secretary of the commonwealth shall issue a certificate stating, in substance, as to any limited liability company meeting the requirements of this section, that such limited liability company appears from the records in his office to exist and to be in good standing and the identity of any and all managers and persons authorized to act with respect to real property instruments who are named in the certificate of organization of the limited liability company, as amended.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 70 - Administrative Dissolution; Notice; Wind Up and Liquidation of Affairs

Section 70. (a) The state secretary may commence a proceeding to dissolve a limited liability company if:
(1) the limited liability company has failed for 2 consecutive years to comply with the laws requiring the filing of annual reports; or
(2) he is satisfied that the limited liability company has become inactive and its dissolution would be in the public interest.
(b) If the state secretary determines that grounds exist under subsection (a), he shall serve the limited liability company with written notice of his determination. The notice shall be sent to the address of the office in the commonwealth required by clause (1) of section 5. If, within 90 days after the notice, the limited liability company fails to correct each ground for dissolution or fails to demonstrate to the reasonable satisfaction of the state secretary that each ground determined by the state secretary does not exist, the state secretary shall administratively dissolve the limited liability company.
(c) A limited liability company administratively dissolved continues in existence, but shall not carry on any business except that necessary to wind up and liquidate its affairs.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 71 - Application for Reinstatement by Limited Liability Company Subject to Administrative Dissolution or Revocation of Authority to Transact Business

Section 71. A limited liability company administratively dissolved under section 70 or whose authority to transact business in the commonwealth has been revoked under section 72 may apply to the state secretary for reinstatement at any time. The application shall:
(1) recite the name of the limited liability company and the effective date of its administrative dissolution or revocation;
(2) state that the grounds for dissolution or revocation either did not exist or have been corrected;
(3) state that the name of the limited liability company satisfies the requirements of section 3; provided, however, that if the state secretary determines that the application contains the full and correct information, he shall reinstate the limited liability company.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 72 - Revocation of Foreign Limited Liability Company's Authority to Transact Business in Commonwealth; Grounds; Notice; Effective Date

Section 72. (a) The state secretary may commence a proceeding to revoke the authority of a foreign limited liability company to transact business in the commonwealth if:
(1) the limited liability company has failed for 2 consecutive years to comply with the laws requiring the filing of annual reports; or
(2) he is satisfied that the revocation of the limited liability company's authority to transact business in the commonwealth would be in the public interest.
(b) If the state secretary determines that grounds exist under subsection (a), he shall serve the limited liability company with written notice of his determination. The notice shall be sent to the address of the foreign limited liability company. If, within 90 days after the notice, the limited liability company fails to correct each ground for revocation or fails to demonstrate to the reasonable satisfaction of the state secretary that each ground determined by the secretary of state does not exist, the state secretary shall administratively revoke the authority of the foreign limited liability company to transact business in the commonwealth.
(c) The authority of the foreign limited liability company to transact business in the commonwealth shall cease on the date on which the state secretary makes such revocation effective.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 1.02 - Reservation of Power to Amend or Repeal

Section 1.02. RESERVATION OF POWER TO AMEND OR REPEAL
The General Court of the commonwealth has power to amend or repeal all or part of this Act at any time and all domestic and foreign corporations subject to this Act are governed by the amendment or repeal.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 1.20 - Filing Requirements

Section 1.20. FILING REQUIREMENTS
(a) To be entitled to filing with the secretary of state, a document shall satisfy the requirements of this section, any other section of this chapter that adds to or varies from these requirements, any applicable forms or regulations promulgated by the secretary of state hereunder, and any other relevant laws or regulations of the commonwealth.
(b) This chapter shall require or permit the filing of the document in the office of the secretary of state.
(c) The document shall contain the information required by this chapter. The document may contain other information as well that is relevant to the business or affairs of the corporation.
(d) The document shall be typewritten, printed or in such other form as the secretary of state shall prescribe.
(e) The document shall be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.
(f) The document shall be executed:
(1) by the chairman of the board of directors of a domestic or foreign corporation, by its president, or by another of its officers;
(2) if directors have not been selected or the corporation has not been formed, by the incorporator or incorporators; or
(3) if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.
(g) The person executing the document shall sign it and state beneath or opposite his signature his name and the capacity in which he signs. The document may but need not contain any of: (1) the corporate seal, (2) an attestation, and (3) an acknowledgment or verification.
(h) The document shall be delivered to the office of the secretary of state for filing and shall be accompanied by one exact or conformed copy, except that no copy is required for filings under sections 5.02, 15.03, 15.08, 15.09 and 16.22, the correct filing fee and any payment or penalty required by this chapter or other law. The secretary of state may waive the requirement that an exact or conformed copy accompany any document submitted for filing, including documents submitted electronically.
(i) Electronic documents or transmissions may be filed with the secretary of state if and to the extent permitted by the secretary. The secretary of state may promulgate regulations regarding the procedures for electronic filings which shall supersede any inconsistent provisions of this chapter with respect to such filings.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 1.21 - Forms

Section 1.21. FORMS
(a) The secretary of state may prescribe and furnish on request forms for any documents to be filed under this chapter. If the secretary of state so requires, use of these forms is mandatory.
(b) The secretary of state may accept for filing a document that contains the information required by this chapter but that does not conform to a prescribed form, whether or not use of the form is mandatory.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 1.23 - Effective Time and Date of Document

Section 1.23. EFFECTIVE TIME AND DATE OF DOCUMENT
(a) Except as provided in subsection (b) and in subsection (c) of section 1.24, a document that is filed by the secretary of state pursuant to section 1.25 is effective:
(1) at the time and on the date when it was approved for filing by the secretary of state; or
(2) in the case of articles of organization, amendment or merger, at the time and on the date when the articles were received for filing by the secretary of state if the articles are not rejected by the secretary within such time after their filing as is specified in regulations promulgated by the secretary.
(b) A filed document may specify a delayed effective time and date, and if it does so the document will become effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date when it is received for filing by the secretary of state.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 1.24 - Correcting Filed Document

Section 1.24. CORRECTING FILED DOCUMENT
(a) A domestic or foreign corporation may correct a document filed by the secretary of state if the document (1) contains a typographical error or an incorrect statement or (2) was defectively executed, attested, sealed, verified, or acknowledged.
(b) A document is corrected:
(1) by preparing articles of correction that (i) describe the document, including its filing date, or attach a copy of it to the articles; (ii) specify the typographical error, the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and (iii) correct the typographical error, incorrect statement or defective execution; and
(2) by delivering the articles of correction to the secretary of state for filing.
(c) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.
(d) Articles of correction cannot be used to change the effective date of a filed document; provided, however, that if a document has been filed with a delayed effective date, articles of correction may be filed prior to said date (1) to accelerate the effective date to a date not earlier than the date of the articles of correction, or (2) to abandon a merger or amendment to the articles of organization if authority to do so is granted by the merger agreement or the persons approving the amendment.
(e) If the secretary of state permits electronic filings, defects in the electronic recording or transmission of documents may be corrected under this section to the extent permitted by regulations promulgated by the secretary.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 1.25 - Filing Duty of Secretary of State

Section 1.25. FILING DUTY OF SECRETARY OF STATE
(a) Upon receipt of a document for filing, except an annual report filed pursuant to section 16.22, the secretary of state shall record the date and time of receipt on or with the document and, if the person submitting the document or his representative so requests, furnish evidence of the date and time of receipt to the person or his representative in a form as the secretary of state shall determine.
(b) The secretary of state shall examine each document received by him for filing. If he finds that the relevant provisions of law have been satisfied, he shall evidence his approval on or with the document. Upon such approval and the payment of the fee authorized by section 1.22, the document shall be deemed to be filed with the secretary of state.
(c) If the secretary of state refuses to file a document, he shall notify the person or his representative in writing of the refusal and his reasons therefor within 90 days after receipt in the case of annual reports under section 16.22 or within 5 days after receipt in the case of other documents.
(d) The secretary of state shall keep a record of each document received, of the date and time of its receipt for filing, and of the date and, if requested, the time of his approval for filing, and shall keep the document and such records on file in his office in a manner convenient for public inspection.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 1.26 - Appeal From Secretary of State's Refusal to File Document

Section 1.26. APPEAL FROM SECRETARY OF STATE'S REFUSAL TO FILE DOCUMENT
If the secretary of state refuses to file a document delivered to his office for filing, the person attempting to file may appeal that refusal. Such an appeal must be commenced within 90 days after the return of the document to the superior court of the county where the corporation's principal office or, if none in the commonwealth, its registered office, is or will be located. Such an appeal is commenced by petitioning the court to compel the filing of the document and by attaching to the petition the document and the explanation of the secretary of state for his refusal to file.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 1.28 - Certificates Regarding Corporations

Section 1.28. CERTIFICATES REGARDING CORPORATIONS.
(a) Anyone may apply to the secretary of state to furnish a certificate of legal existence for a domestic corporation. A certificate of legal existence shall set forth:
(1) the name of the corporation;
(2) the date the corporation was organized under the laws of the commonwealth; and
(3) that the corporation has legal existence so far as it appears in the records of the state secretary.
(b) Anyone may apply to the secretary of state to furnish a certificate of good standing. A certificate of good standing shall set forth:
(1) the name of the corporation;
(2) the date the corporation was organized under the laws of the commonwealth;
(3) that the corporation has filed all annual reports required by section 16.22 to be filed by it and paid all fees due with respect to such reports;
(4) that no proceedings are pending under section 14.21 for the dissolution of the corporation;
(5) that no articles of dissolution have been filed by the corporation; and
(6) that the corporation appears from the records of the state secretary to be in good standing.
(c) The secretary of state shall issue, upon request, such other certificates regarding facts of record in his office concerning corporations upon payment of the fees as may be specified in regulations promulgated by the commissioner of administration including, without limitation, certificates of merger, certificates of dissolution and certificates regarding the authority of a foreign corporation to do business in the commonwealth.
(d) The certificates may be relied upon as conclusive evidence of the facts stated therein.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 1.29 - Penalty for Signing False Document

Section 1.29. PENALTY FOR SIGNING FALSE DOCUMENT
(a) A person commits an offense if he signs a document that he knows is false in any material respect with intent that the document be delivered to the secretary of state for filing.
(b) The secretary of state shall refer to the attorney general for action evidence of offenses under this section.
(c) An offense under this section is a civil misdemeanor punishable by a fine not to exceed $100,000.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 1.42 - Number of Shareholders

Section 1.42. NUMBER OF SHAREHOLDERS
(a) For purposes of this chapter, except as provided in subsection (c), the following identified as a shareholder in a corporation's current record of shareholders constitutes one shareholder:
(1) three or fewer co-owners;
(2) a corporation, partnership, trust, estate, or other entity;
(3) the trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account.
(b) For purposes of this chapter, shareholders registered in substantially similar names constitute one shareholder if it is reasonable to believe that the names represent the same person.
(c) For purposes of this chapter, each beneficial owner of shares registered in the name of a nominee in a corporation's current record of shareholders constitutes one shareholder.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 1.50 - Interpretation of Chapter

Section 1.50. INTERPRETATION OF CHAPTER
In interpreting this chapter, in the absence of controlling Massachusetts precedent on any matter, consideration shall be given to the following:
Inasmuch as predictability is important in the conduct of the affairs of Massachusetts corporations and in their relations with corporations organized under the laws of other jurisdictions, significant weight shall be given to the interpretations of courts of other jurisdictions of substantially equivalent provisions of the corporate laws of such other jurisdictions.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 2.01 - Incorporators

Section 2.01. INCORPORATORS
One or more persons may act as the incorporator or incorporators of a corporation by signing articles of organization and delivering them to the secretary of state for filing. Before the initial issuance of shares by the corporation, the incorporators may exercise all powers of shareholders and take any action required or permitted by law, the articles of organization or the bylaws to be taken by shareholders.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 2.02 - Articles of Organization

Section 2.02. ARTICLES OF ORGANIZATION
(a) The articles of organization shall set forth:
(1) a corporate name for the corporation that satisfies the requirements of section 4.01;
(2) the number of shares the corporation is authorized to issue, and any required description of additional classes or series of shares, in conformity with section 6.01; and
(3) the name and address of each incorporator.
(b) The articles of organization may set forth:
(1) provisions not inconsistent with law regarding:
(i) the purpose or purposes for which the corporation is organized;
(ii) managing the business and regulating the affairs of the corporation;
(iii) defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders or any class thereof;
(iv) a par value for authorized shares or classes of shares;
(v) the imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions; or
(vi) the voluntary dissolution of the corporation; and
(2) any provision that under this chapter is required to be set forth in the articles of organization in order for the subject matter of the provision to be effective or is permitted to be set forth in such articles;
(3) any provision that under this chapter is required or permitted to be set forth in the bylaws; and
(4) a provision eliminating or limiting the personal liability of a director to the corporation for monetary damages for breach of fiduciary duty as a director notwithstanding any provision of law imposing such liability; but the provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for improper distributions under section 6.40, or (iv) for any transaction from which the director derived an improper personal benefit.
(c) The articles of organization need not set forth any of the corporate powers enumerated in this chapter.
(d) The form on which articles of organization are filed shall also include the following supplemental information, which is not to be considered a part of the articles:
(1) the street address of the initial registered office of the corporation;
(2) the names and addresses of the individuals who will serve as the initial directors, president, treasurer and secretary of the corporation;
(3) the name of its initial registered agent at its registered office;
(4) the fiscal year of the corporation that is initially adopted; and
(5) such other supplemental information as the secretary of state may require, including (i) a brief description of the type of business in which the corporation intends to engage or its SIC code, and (ii) the federal tax identification number of the corporation.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 2.03 - Incorporation

Section 2.03. INCORPORATION
(a) Corporate existence begins when the articles of organization become effective pursuant to section 1.23.
(b) The filing of the articles of organization with the state secretary shall be conclusive evidence that the incorporators satisfied all conditions precedent to incorporation and that the corporation has been incorporated under this chapter, except in a proceeding by the commonwealth to challenge the validity of the corporation.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 2.04 - Liability for Pre-Incorporation Transactions

Section 2.04. LIABILITY FOR PRE–INCORPORATION TRANSACTIONS
All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter shall be jointly and severally liable for all liabilities created while so acting.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 2.05 - Organization of Corporation

Section 2.05. ORGANIZATION OF CORPORATION
(a) The organization of the corporation shall be completed as follows:
(1) The incorporator or incorporators may hold an organizational meeting before or after incorporation at the call of a majority of the incorporators at which by-laws shall be adopted and the initial directors, a president, treasurer and secretary, shall be elected.
(2) If no organizational meeting of the incorporators is held, the initial directors named in the articles of organization shall hold an organizational meeting after incorporation at the call of a majority of the directors at which by-laws shall be adopted and a president, treasurer and secretary shall be elected.
(3) At the organization meeting of the incorporators or the directors, additional officers may be appointed and any other business may be transacted which is properly brought before the meeting.
(b) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.
(c) An organizational meeting may be held within and without the commonwealth.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 2.06 - Bylaws

Section 2.06. BYLAWS
(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
(b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of organization.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 2.07 - Emergency Bylaws

Section 2.07. EMERGENCY BYLAWS
(a) Unless the articles of organization provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d). The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including:
(1) appointment of successors to any of the officers, directors, employees or agents;
(2) relocation of the principal office or designation of alternative officers;
(3) procedures for calling and giving notice of a meeting of the board of directors;
(4) quorum requirements for the meeting; and
(5) designation of additional or substitute directors.
(b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
(c) Corporate action taken in good faith in accordance with the emergency bylaws:
(1) binds the corporation; and
(2) may not be used to impose liability on a corporate director, officer, employee, or agent.
(d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 3.03 - Emergency Powers

Section 3.03. EMERGENCY POWERS
(a) In anticipation of or during an emergency defined in subsection (d), unless emergency bylaws or other bylaws that specifically refer to this section provide otherwise, the board of directors of a corporation may:
(1) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and
(2) relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
(b) During an emergency defined in subsection (d), unless emergency bylaws or other bylaws that specifically refer to this section provide otherwise:
(1) notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and
(2) those directors present may reduce the quorum requirement and/or treat one or more officers of the corporation present at such a meeting as directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
(c) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation:
(1) binds the corporation; and
(2) may not be used to impose liability on a corporate director, officer, employee, or agent.
(d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 3.04 - Ultra Vires

Section 3.04. ULTRA VIRES
(a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.
(b) A corporation's power to act may be challenged:
(1) in a proceeding by a shareholder against the corporation to enjoin the act;
(2) in a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or
(3) in a proceeding by the attorney general under section 14.30.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 4.02 - Reserved Name

Section 4.02. RESERVED NAME
(a) A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the secretary of state for filing. The application shall set forth the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the corporate name applied for is available, he shall reserve the name for the applicant's exclusive use for a 60–day period and, upon the applicant's written request within the 60–day period, extend the reservation for an additional 60–day period.
(b) The holder of a reserved corporate name may transfer the reservation to another person by delivering to the secretary of state a signed notice of the transfer that states the name and address of the transferee.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 5.01 - Registered Office and Registered Agent

Section 5.01. REGISTERED OFFICE AND REGISTERED AGENT
Each corporation shall continuously maintain in the commonwealth:
(1) a registered office that may, but need not be, the same as any of its places of business; and
(2) a registered agent who may be any of the following individuals or entities whose business office is also the registered office of the corporation:
(i) an individual, including the secretary or another officer of the corporation;
(ii) a domestic corporation or not-for-profit domestic corporation; or
(iii) a foreign corporation or not-for-profit foreign corporation qualified to do business in this commonwealth.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 5.02 - Change of Registered Office or Registered Agent

Section 5.02. CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT
(a) A corporation 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) the name of the corporation;
(2) the street address of its current registered office;
(3) if the current registered office is to be changed, the street address of the new registered office;
(4) the name of its current registered agent;
(5) if the current registered agent is to be changed, the name of the 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 corporation for which he is the registered agent by notifying the corporation in writing of the change and signing, either manually or in facsimile, and delivering to the state secretary for filing a statement of change that complies with the requirements of subsection (a) and recites that the corporation has been notified of the change. If the street addresses of more than one corporation are being changed at the same time, there may be included in a single statement the names of all 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 5.03 - Resignation of Registered Agent

Section 5.03. RESIGNATION OF REGISTERED AGENT
(a) The registered agent of a 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 such statement to the 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 5.04 - Service on Corporation

Section 5.04. SERVICE ON CORPORATION
(a) A corporation's registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the corporation.
(b) Service on a corporation shall be effected and shall be perfected in accordance with the Massachusetts Rules of Civil Procedure and applicable provisions of the General Laws.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 6.01 - Authorized Shares

Section 6.01. AUTHORIZED SHARES
(a) The articles of organization shall prescribe the total number of shares the corporation is authorized to issue. The articles of organization also shall, before the issuance of any shares of a class or series, prescribe the number of authorized shares of the class or series, the distinguishing designation thereof and the preferences, limitations and relative rights identical with those of other shares of the same class or series, except that if a class consists of more than 1 series, all shares of each series within the class shall have identical preferences, limitations and relative rights with those of other shares within such series and may, but need not, have some or all preferences, limitations and relative rights which are identical with those of shares of other series within the class or any other class.
(b) The articles of organization shall authorize 1 or more classes or series of shares that together have unlimited voting rights, and 1 or more classes or series of shares, which may be the same class or series or classes and series as those with voting rights, that together are entitled to receive the net assets of the corporation upon dissolution.
(c) The articles of organization may authorize 1 or more classes or series of shares that:
(1) have special, conditional, or limited voting rights, or no right to vote, except to the extent prohibited by this chapter;
(2) are redeemable or convertible as specified in the articles of organization (i) at the option of the corporation, the shareholder, or another person or upon the occurrence of a designated event; (ii) for cash, indebtedness, securities, or other property; (iii) in a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events;
(3) entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative;
(4) have preference over any other class or series of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation.
(d) The description of the designations, preferences, limitations, and relative rights of share classes and series in subsection (c) is not exhaustive.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 6.02 - Determination of Terms of Class or Series

Section 6.02. DETERMINATION OF TERMS OF CLASS OR SERIES
(a) The number of authorized shares of any class or series, the distinguishing designation thereof and the preferences, limitations and relative rights applicable thereto shall be set forth in the articles of organization or any amendment thereto approved by the shareholders or, if the articles of organization so permit, by the board of directors, provided that the board of directors may not approve an aggregate number of authorized shares of all classes and series which exceeds the total number of authorized shares specified in the articles of organization approved by the shareholders. Any such action with respect to any class or series may be amended or rescinded by the shareholders or, if initially taken by it, by the board of directors at any time prior to, but, except as provided in the next following subsection with respect to unissued shares, not after, the initial issuance of shares of such class or series.
(b) At any time after the initial issuance of shares of any class or series the shareholders or, if the articles of organization so permit, the board of directors may reclassify any unissued shares of the class or series into 1 or more existing or new classes or series.
(c) Before issuing any shares of a class or series, the number, preferences, limitations or relative rights of which have been determined by the board of directors, the corporation must deliver to the secretary of state for filing articles of amendment, which are effective without shareholder action, that set forth:
(1) the name of the corporation;
(2) the text of the amendment determining the terms of the class or series of shares;
(3) the date it was adopted; and
(4) a statement that the amendment was duly adopted by the board of directors.
(d) If the shareholders or board of directors shall, before the issuance of any shares of any class or series of which the number, preferences, limitations or relative rights are contained in articles of amendment filed with the secretary of state pursuant to subsection (c), amend or rescind any terms applicable to such class or series, or if the shareholders or board of directors shall reclassify any unissued shares of any class or series pursuant to subsection (b), the corporation shall deliver to the secretary of state for filing articles of amendment, which in the case of any amendment effected by the board of directors are effective without shareholder action, reflecting such amendment, recision or reclassification and setting forth the information required by clauses (1) and (4) of subsection (c) and, in the case of an amendment, the text of the amendment or, in the case of a reclassification, the number and existing class or series of the shares to be reclassified and the text of the amendment determining the terms of any new class or classes or series into which the shares are to be reclassified.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 6.03 - Issued and Outstanding Shares

Section 6.03. ISSUED AND OUTSTANDING SHARES
(a) A corporation may issue the number of shares of each class or series authorized by the articles of organization. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted or canceled.
(b) The reacquisition, redemption or conversion of outstanding shares is subject to the limitations of subsection (c) and to section 6.40.
(c) At all times that shares of the corporation are outstanding, 1 or more shares that together have unlimited voting rights and 1 or more shares that together are entitled to receive the net assets of the corporation upon dissolution shall be outstanding.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156d - Business Corporations › Section 6.04 - Fractional Shares

Section 6.04. FRACTIONAL SHARES
(a) A corporation may:
(1) issue fractions of a share or pay in money or property the value of fractions of a share;
(2) arrange for disposition of fractional shares by the shareholders;
(3) issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.
(b) Each certificate representing scrip must be conspicuously labeled ''scrip'' and must contain the information required by subsection (b) of section 6.25.
(c) The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.
(d) The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including:
(1) that the scrip will become void if not exchanged for full shares before a specified date; and
(2) that the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.