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2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 36 - Officers' Liability

Section 36. The president, treasurer and directors of every corporation shall be jointly and severally liable for all the debts and contracts of the corporation contracted or entered into while they are officers thereof if any stock is issued in violation of section fifteen, sixteen, forty-six B or forty-six D, or if any statement or report required by this chapter is made by them which is false in any material representation and which they know to be false; but directors who vote against such issue, and are recorded as so voting, shall not be so liable, and only the officers signing such statement or report shall be so liable; provided, that the officers signing a false report of condition shall be liable only for debts contracted and contracts entered into before the filing of the next subsequent report of condition, and only to persons who shall have relied upon such false report to their damage.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 37 - Directors' Liability

Section 37. The directors of every corporation shall be jointly and severally liable for the debts and contracts of the corporation in the following cases:
First. For declaring or assenting to a dividend if the corporation is, or thereby is rendered, bankrupt or insolvent, to the extent of such dividend.
Second. For debts contracted between the time of making or assenting to a loan to a stockholder or director and the time of its repayment, to the extent of such loan.
Directors who vote against declaring said dividend or who vote against making said loan shall not be liable as aforesaid.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 38 - Conditions to Liability; Enforcement of Liability

Section 38. A stockholder of a corporation shall be held liable for its debts and contracts under section thirty-five, and the president or treasurer, or a director of any such corporation, shall be held so liable under section thirty-six or thirty-seven, if the corporation has been duly adjudicated bankrupt. The president or treasurer, or a director, shall also be held so liable under section thirty-six or thirty-seven, if before a suit to enforce such liability is brought by a creditor of said corporation, a written demand by or on behalf of the creditor upon such corporation for the payment of his claim has been made, and said corporation has for ten days thereafter neglected to pay it. Except as above provided, no suit shall be maintained against a stockholder or officer for the debts or contracts of the corporation.
After such adjudication of bankruptcy, or after the said demand and neglect to pay the claim, the clerk, or other officer having charge of the records of such corporation, upon request of a creditor of the corporation or of his attorney, shall furnish to him a certified list of the names of all persons who were officers or stockholders in such corporation at the time when the liability to be enforced against them personally accrued. The supreme judicial or superior court shall have jurisdiction in equity to compel such list to be furnished. After an adjudication of bankruptcy or after the said demand and neglect to pay the claim, any creditor may file a bill in equity in the supreme judicial or superior court in behalf of himself and of such other creditors of the corporation, entitled to enforce their claims against the same defendants, as may join in the bill as plaintiffs, against it and all persons who are liable to the plaintiff as stockholders or officers for the recovery of the money due from the corporation to himself and to such other creditors for which the stockholders or officers may be personally liable by reason of any act or omission on the part of the corporation or any of the other defendants, setting forth the bankruptcy of the corporation, or the said demand and neglect to pay the claim, and the grounds upon which it is expected to charge the stockholders or officers personally.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 39 - Discontinuance of Suit; Non-Joinder of Persons Liable; Death of Defendant

Section 39. Such suit shall not be discontinued by the plaintiff except by order of the court after notice to other creditors. It shall not abate by reason of the non-joinder of persons liable as defendants, unless the plaintiff, after notice by plea or answer of their existence, unreasonably neglects to make them parties; nor shall it abate by reason of the death of a defendant, but his estate shall be liable in the hands of his executor or administrator, who may voluntarily appear, or who may be summoned by the plaintiff, to defend the suit.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 41 - Increase or Reduction of Capital Stock; Changes of Location; Change of Par Value of Capital Stock; Dissolution Proceedings

Section 41. Every corporation may, at a meeting duly called for the purpose, by the vote of a majority of all its stock, or, if two or more classes of stock have been issued, of a majority of each class outstanding and entitled to vote, authorize an increase or a reduction of its capital stock and determine the terms and manner of the disposition of such increased stock, or authorize such terms and manner of disposition to be determined in whole or in part by the board of directors or officers of the corporation, may authorize a change of the location of its principal office or place of business in this commonwealth or a change of the par value of the shares of its capital stock, or may authorize proceedings for its dissolution under section fifty of chapter one hundred and fifty-five. Such increased stock may in whole or in part be disposed of without being offered to the stockholders. Any corporation having authorized shares with par value may, at a meeting duly called for the purpose, by the vote of a majority of all its stock, or, if two or more classes of stock have been issued, of a majority of each class outstanding and entitled to vote, including in any event a majority of the outstanding stock of each class affected, change such shares or any class thereof into any number of shares without par value, or provide for the exchange thereof pro rata for any number of shares without par value; provided, that the preferences, voting powers, restrictions and qualifications of the outstanding shares so changed or exchanged shall not be otherwise impaired or diminished without the consent of the holders thereof; and provided, further, that the total authorized capital stock of such corporation shall not be less than one thousand dollars, for this purpose counting shares without par value as of a par value of one hundred dollars each.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 41a - Change in Number of Shares Without Par Value

Section 41A. Any corporation having authorized shares without par value may, without increasing its capital, at a meeting duly called for the purpose, by vote of a majority of all its stock, or, if two or more classes of stock have been issued, of a majority of each class outstanding and entitled to vote, including in any event a majority of the outstanding stock of each class effected, change such shares or any class thereof into a greater number of shares without par value, or provide for the exchange thereof pro rata for a greater number of shares without par value; provided, that the preferences, voting powers, restrictions and qualifications of the outstanding shares so changed or exchanged shall not be otherwise impaired or diminished without the consent of the holders thereof.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 41b - Change in Number of Shares With Par Value

Section 41B. Any corporation having authorized shares with par value may, at a meeting duly called for the purpose, by the vote of a majority of all its stock, or if two or more classes of stock have been issued, of a majority of each class outstanding and entitled to vote, including in any event a majority of the outstanding stock of each class affected, change such shares or any class thereof into a greater number of shares with par value, or provide for the exchange thereof pro rata for a greater number of shares with par value, such greater number of shares in either case to be of the same aggregate par value as the shares so changed or exchanged and the par value of each share to be outstanding by virtue of such change or exchange to be reduced accordingly; provided that the preferences, voting powers, restrictions and qualifications of the outstanding shares so changed or exchanged shall not be otherwise impaired or diminished without the consent of the holders thereof; and, provided further, that the par value of each share to be outstanding by virtue of such change or exchange shall be at least one dollar.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 41c - Change of Shares Without Par Value to Par Value Shares

Section 41C. Any corporation having authorized shares without par value may, at a meeting duly called for the purpose, by the vote of a majority of all its stock, or, if two or more classes of stock have been issued, of a majority of each class outstanding and entitled to vote, including in any event a majority of the outstanding stock of each class affected, change such shares or any class thereof into any number of shares with par value, or provide for the exchange thereof pro rata for any number of shares with par value; provided, that the preferences, voting powers, restrictions and qualifications of the outstanding shares so changed or exchanged shall not be otherwise impaired or diminished without the consent of the holders thereof; and provided, further, that the par value of each share having a par value shall be at least one dollar per share and that the total authorized capital stock of such corporation shall not be less than one thousand dollars for this purpose counting shares without par value as of a par value of one hundred dollars each; and provided, further, that the aggregate par value of shares becoming outstanding by virtue of such change or exchange shall not exceed the amount of capital shown on the balance sheet of the corporation with respect to the outstanding shares without par value so changed or exchanged, plus the amount of any surplus which by said vote is appropriated to capital in connection with such change or exchange.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 42 - Change of Structure; Conveyance of Property

Section 42. Every corporation may, at a meeting duly called for the purpose, by vote of two thirds of each class of stock outstanding and entitled to vote, or by a larger vote if the agreement of association or act of incorporation so requires, change its corporate name, the nature of its business, the classes of its capital stock subsequently to be issued and their preferences and voting power, or make any other lawful amendment or alteration in its agreement of association or articles of organization, or in the corresponding provisions of its act of incorporation, or authorize the sale, mortgage, pledge, lease or exchange of all its property and assets, including its good will, upon such terms and conditions as it deems expedient.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 43 - Approval of Amendments or Alterations; Fees

Section 43. Within thirty days after any meeting at which any amendment or alteration of the agreement of association or articles of organization has been adopted, articles of amendment, signed and sworn to by the president, treasurer and a majority of the directors, setting forth such amendment or alteration and the due adoption thereof, shall be submitted to the secretary, who shall examine them with the same powers as in the case of the original articles of organization, and, if he finds that they conform to the requirements of law, shall so certify and endorse his approval thereon. Thereupon the articles of amendment shall, upon payment of the fee provided in section fifty-four or fifty-five, as the case may be, be filed in the office of the state secretary. No such amendment or alteration shall take effect until such articles of amendment shall have been filed as aforesaid.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 44 - Increase in Capital Stock in Accordance With Sec. 41 or 41c; Content of Articles

Section 44. If an increase in the total amount of the capital stock of any corporation shall have been authorized by vote of its stockholders in accordance with section forty-one, or if a change or exchange of stock shall have been authorized in accordance with section forty-one C, the articles of amendment shall also set forth—(a) the total amount of capital stock already authorized; (b) the amount of stock already issued for cash payable by instalments and the amount paid thereon; and the amount of full paid stock already issued for cash, property, services or expenses; (c) the amount of additional stock authorized; (d) the amount of such stock to be issued for cash, property, services or expenses, respectively; (e) a description of said property and a statement of the nature of said services or expenses, in the manner required by section ten.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 45 - Reduction of Capital Stock in Accordance With Sec. 41 or 41c; Content of Articles

Section 45. If a reduction of the capital stock of any corporation shall have been authorized by its stockholders in accordance with section forty-one, or if a change or exchange of stock resulting in a reduction of capital shall have been authorized in accordance with section forty-one C, the articles of amendment shall also set forth—(a) the total amount of capital stock already authorized and issued; (b) the amount of the reduction and the manner in which it shall be effected; (c) a copy of the vote authorizing the reduction. No reduction of capital stock shall be lawful which renders the corporation bankrupt or insolvent, but the capital stock may be reduced by the surrender by every stockholder of his shares and the issue to him in lieu thereof of a proportional decreased number of shares, if the assets of such corporation are not reduced thereby, without creating any liability of the stockholders of such corporation in case of the subsequent bankruptcy of such corporation.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 46 - Sale, Lease or Exchange of Property and Assets; Remedy of Dissenting Stockholder

Section 46. A stockholder in any corporation which shall have duly voted to sell, lease or exchange all its property and assets or to change the nature of its business in accordance with section forty-two, who, at the meeting of stockholders, has voted against such action may, within thirty days after the date of said meeting, make a written demand upon the corporation for payment for his stock. If the corporation and the stockholder cannot agree upon the value of the stock at the date of such sale, lease, exchange or change, such value shall be ascertained by three disinterested persons, one of whom shall be named by the stockholder, another by the corporation and the third by the two thus chosen. The finding of the appraisers shall be final, and if their award is not paid by the corporation within thirty days after it is made, it may be recovered in contract by the stockholder from the corporation. Upon payment by the corporation to the stockholder of the agreed or awarded price of his stock, the stockholder shall forthwith transfer and assign the stock certificates held by him at, and in accordance with, the request of the corporation. The word ''sell'' as used in this section shall not include mortgage or pledge.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 46c - Effect of Consolidation

Section 46C. Upon the filing of the articles of consolidation with the state secretary, all of the estate, property, rights, privileges, powers and franchises of the constituent corporations and all of their property, real, personal and mixed, and all the debts due on whatever account to any of them, as well as all stock subscriptions and other choses in action belonging to any of them, shall be transferred to and vested in the consolidated corporation, without further act or deed, and all claims, demands, property and other interest shall be the property of the consolidated corporation, and the title to all real estate, vested in any of the constituent corporations, shall not revert or be in any way impaired by reason of the consolidation, but shall be vested in the consolidated corporation.
The rights of creditors of any constituent corporation shall not in any manner be impaired, nor shall any liability or obligation, including taxes due or to become due, or any claim or demand in any cause existing against such corporation, or any stockholder or officer thereof, be released or impaired, by any such consolidation, but such consolidated corporation shall be deemed to have assumed, and shall be liable for, all liabilities and obligations of each of the constituent corporations in the same manner and to the same extent as if such consolidated corporation had itself incurred such liabilities or obligations. The stockholders and officers of the constituent corporations shall continue subject to all the liabilities, claims and demands existing against them as such at or before the consolidation and no action or proceeding then pending before any court or tribunal in which any constituent corporation is a party, or in which any such stockholder or officer is a party, shall abate or be discontinued by reason of such consolidation, but may be prosecuted to final judgment as though no consolidation had taken place, or such consolidated corporation may be substituted as a party in place of any constituent corporation by the court in which such action or proceeding is pending.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 46e - Consolidations; Remedy of Dissenting Shareholders

Section 46E. A stockholder in any corporation which shall have duly voted to consolidate with another corporation in accordance with section forty-six B or forty-six D, who, at the meeting of stockholders, has voted against such consolidation, if entitled to vote, or, if not entitled to vote, has registered his disapproval in writing with the corporation at or before said meeting, may, within thirty days after the date on which the articles of consolidation were filed, make a written demand upon the consolidated corporation for payment for his stock. If such corporation and the stockholder cannot agree upon the value of the stock at the date of the consolidation, such value shall be ascertained and the stock paid for by and transferred to the consolidated corporation in the manner provided in section forty-six.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 46f - Certificates of Merger or Consolidation; Issuance by State Secretary

Section 46F. Upon payment of a fee to be determined annually by the commissioner of administration under the provision of section three B of chapter seven, the state secretary shall issue a certificate in such form as he shall prescribe, evidencing the filing in the office of the state secretary of any articles of amendment pursuant to section forty-six A, or of any articles of consolidation pursuant to section forty-six B or section forty-six D.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 47 - Annual Report of Condition; Contents

Section 47. Every corporation shall annually, within four months after the close of its fiscal year but not before the date fixed in its by-laws for its annual meeting, or the final adjournment of said meeting, prepare and submit to the secretary a report of condition which shall be signed and sworn to by an officer of the corporation, stating:—
1. The name of the corporation.
2. The location (with street address) of its principal office in the commonwealth, and elsewhere in the case of a corporation organized to do business wholly outside the commonwealth.
3. The total amount of its authorized capital stock so far as it consists of shares with par value, and the total number of its shares without par value authorized to be issued; the amount of stock with par value, and the number of shares without par value, issued and outstanding and the amount then paid thereon; the class or classes, if any, into which it is divided; the par value, if any, and the number of its shares.
4. The names and addresses of all the directors and officers of the corporation, and the date at which the term of office of each expires.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 48 - Annual Report of Condition; Approval; Filing; Public Inspection

Section 48. The secretary shall examine such report, and if he finds that it conforms to the requirements of section forty-seven shall endorse his approval thereon; and upon the payment of the fee required by section fifty-five, it shall be filed in the office of the state secretary, who shall receive and preserve it in book form convenient for reference and open to public inspection.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 50 - Failure to File Report of Condition; Penalty

Section 50. If a corporation fails to file its report of condition within the time required by law, the secretary shall give notice by mail, postage prepaid, to such corporation of its default. If it omits to file such report within thirty days after such notice of default has been given, it shall forfeit to the commonwealth not less than five nor more than ten dollars for each day for fifteen days after the expiration of the said thirty days, and not less than ten nor more than two hundred dollars for each day thereafter during which such default continues, or any other sum, not greater than the maximum penalty or forfeiture, which the court may deem just and equitable. If a corporation fails for two successive years to file its annual report of condition, the supreme judicial court, upon application by the secretary, after notice and hearing, may decree a dissolution of the corporation.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 51 - Appointment of Receiver

Section 51. Under the circumstances set forth in section fifty-two of chapter one hundred and fifty-five, or if a judgment has been recovered against a corporation, and it has neglected for thirty days after demand made on execution to pay the amount due with the officer's fees, or to exhibit to the officer real or personal property belonging to it and subject to be taken on execution sufficient to satisfy the same, and the execution has been returned unsatisfied, one or more receivers may be appointed with the powers and duties provided in, and subject to, said section.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 52 - Failure to File Certificates or Reports

Section 52. Penalties or forfeitures incurred by any corporation which omits to cause to be duly filed any certificate or report required by section twenty-four, twenty-nine or forty-seven, may be recovered in an action brought in Suffolk county in the name of the commonwealth, or they may be recovered by an information in equity in the name of the attorney general at the relation of the secretary, brought in the supreme judicial court in Suffolk county. Upon such information, the court may issue an injunction restraining the further prosecution of the business of the corporation until such penalties or forfeitures, with interest and costs, have been paid and until such certificate or report has been filed.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 54 - Certain Certificates; Determination of Fees

Section 54. The fees for filing the following certificates shall be determined annually by the commissioner of administration under the provision of section three B of chapter seven:
A certificate providing for an increase of capital stock with par value.
A certificate providing for a change of shares with par value to shares without par value, whether or not the capital is changed thereby.
A certificate providing for an increase in the number of shares without par value, whether or not the capital is changed thereby.
A certificate providing for a change of shares without par value into shares with par value or for an exchange of shares without par value for shares with par value, whether or not an increase or decrease or no change in the capital is provided for.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156 - Business Corporations › Section 55 - Filing of Other Amendments, Certificates, Statements and Reports; Fees

Section 55. The fees for filing all other amendments, certificates, statements or reports required by law of corporations shall be determined annually by the commissioner of administration under the provision of section three B of chapter seven for each amendment, certificate, statement or report, but no fee shall be paid for filing the certificate of change of officers or of annual meeting required by section twenty-four or twenty-nine or the annual tax return required by sections thirty-five and forty of chapter sixty-three.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156a - Professional Corporations › Section 2 - Definitions

Section 2. In this chapter, unless the context otherwise requires, the following words shall have the following meanings:
(a) ''Professional corporation'', a domestic corporation organized under this chapter for the purpose of rendering one or more professional services. As used in sections five, six, eight, ten and nineteen, the term ''professional corporation'' shall also include foreign professional corporations.
(b) ''Professional service'', (i) the service performed by registered physicians and surgeons, chiropractors, podiatrists, engineers, electrologists, physical therapists, psychologists, certified public accountants, public accountants, dentists, veterinarians, optometrists acupuncturists and registered nurses, so long as the foregoing are registered or licensed under the provisions of chapter one hundred and twelve; and by attorneys-at-law admitted to practice in the courts of the commonwealth under chapter two hundred and twenty-one; (ii) any other type of service which may be rendered only pursuant to a license pursuant to the laws of the commonwealth, if the applicable regulating boards permit the licensed person to incorporate his profession under this chapter, or if such licensed person elects to incorporate his profession under this chapter and such incorporation is not prohibited by law or by regulations of the applicable regulating board.
(c) ''Regulating board'', a board or governing authority which is charged with licensing and regulating the profession of any person performing a professional service.
(d) ''Foreign professional corporation'', a corporation organized for the purpose of rendering professional service under a law other than the law of the commonwealth.
(e) ''Qualified person'', with respect to any professional corporation means a natural person, general partnership, or professional corporation which is eligible under this chapter to own shares issued by such professional corporation.
(f) ''Disqualified person'', with respect to any professional corporation means any natural person, corporation, partnership, or other entity which for any reason is or becomes ineligible under this chapter to own shares issued by such professional corporation.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156a - Professional Corporations › Section 3 - Professional Services Provided

Section 3. (a) Except as hereinafter provided, a professional corporation may be organized under this chapter only for the purpose of rendering professional services and services ancillary thereto within a single profession.
(b) A professional corporation may be organized for the purpose of rendering professional services within two or more professions except to the extent expressly prohibited by the licensing laws of the commonwealth applicable to such professions or the regulations of any of the applicable regulating boards.
(c) The provisions of this chapter shall not be construed as prohibiting the organization of a corporation to render professional services, or as limiting the rendering of professional services or the practice of any profession under any other provisions of law except to the extent expressly prohibited or limited by such provisions of law or the regulations of the applicable regulating boards.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156a - Professional Corporations › Section 4 - Applicable Provisions; Powers and Duties

Section 4. (a) Chapter 156D shall apply to professional corporations and which shall enjoy the powers and privileges, and be subject to the duties, restrictions and liabilities of corporations organized under said chapter, except where inconsistent with this chapter.
(b) A professional corporation may own real and personal property necessary or appropriate for rendering the professional service it was organized to render, and may invest its funds in real estate, mortgages, stocks, bonds, or any other type of investment.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156a - Professional Corporations › Section 5 - Rendition of Professional Services; Construction of Chapter

Section 5. A professional corporation may render professional services in the commonwealth only through its officers, employees and agents who are duly licensed to render such professional services in the commonwealth; provided, however, that nothing in this chapter shall be construed (a) to require any person who is employed by a professional corporation to be licensed to perform services for which no license is otherwise required, (b) to prohibit the rendering of professional services by a licensed natural person acting in his individual capacity, notwithstanding that such person may be a shareholder, director, officer, employee or agent of a professional corporation, or (c) to prohibit unlicensed persons employed by a professional corporation from rendering professional services under the supervision of licensed officers, employees or agents of such professional corporation, to the extent permitted by law or the regulations of the applicable regulating board.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156a - Professional Corporations › Section 6 - Shareholder Liability; Professional Relationship; Privileged Communications

Section 6. (a) Except as otherwise provided by law or regulation, the personal liability of a shareholder of a professional corporation organized under this chapter shall be no greater in any respect than that of a shareholder of a corporation organized under chapter 156D.
(b) This chapter shall not alter any law applicable to the relationship between a person rendering professional services and a person receiving such services, including liability arising out of such professional services.
(c) Any privilege applicable to communications between a person rendering professional services and the person receiving such services shall extend to communications between a professional corporation or its employees rendering professional services and the person receiving such services.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156a - Professional Corporations › Section 7 - Organization; Content of Articles of Organization

Section 7. One or more individuals, each of whom is licensed to perform a professional service, may organize a professional corporation by complying with Part 2 of chapter 156D. The articles or organization of a professional corporation shall contain the following:
(a) corporate purposes indicating the professional services to be rendered;
(b) the names and residence addresses of all of the original shareholders, directors and officers;
(c) a certificate by the appropriate regulating board or boards that each of the incorporators, the president and any vice presidents, a majority of the directors and each shareholder is duly licensed to render a professional service permitted by the articles of organization of the corporation.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156a - Professional Corporations › Section 8 - Corporate Name

Section 8. The corporate name of every professional corporation shall end with the word ''Professional Corporation'', ''Corporation'' or ''Incorporated'' or the abbreviation ''P.C.'', ''Corp.'' or ''Inc.'' or any other word or words which in the judgment of the state secretary indicates that the professional corporation is incorporated; provided, however, that a regulating board may by rule adopt further requirements as to the names of professional corporations organized to render a professional service subject to the jurisdiction of such regulating board.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156a - Professional Corporations › Section 10 - Issue or Transfer of Shares, or Rights or Options to Purchase

Section 10. (a) A professional corporation may issue shares, fractional shares, and rights or options to purchase shares only to:
(1) natural persons who are licensed in the commonwealth or in any other state or territory of the United States or the District of Columbia to render a professional service permitted by the articles of organization of the corporation;
(2) general or registered limited liability, partnerships in which all the partners are natural persons described in subparagraph (1);
(3) professional corporations authorized by law to render a professional service permitted by the articles of organization of the corporation.
(4) business corporations authorized by law to engage in the rendering of the professional services permitted by the articles of organization of the professional corporation; and
(5) limited liability companies authorized by law to engage in the rendering of the professional services permitted by the articles of organization of the professional corporation.
(b) A regulating board may by rule further restrict the authority of professional corporations to issue or transfer shares, but no such rule shall have the effect of causing a shareholder of a professional corporation at the time such rule becomes effective to become a disqualified person.
(c) A shareholder of a professional corporation may transfer shares and rights or options to purchase shares of the corporation only to qualified persons, as defined herein; provided, however, that, subject to sections twelve and thirteen, nothing herein shall prohibit the pledge of shares of a professional corporation to a disqualified person or the transfer of such shares by operation of law or court decree to a disqualified person.
(d) Nothing herein shall prevent a professional corporation from adopting other restrictions on the transfer of its shares or requiring that transferees be approved by its shareholders or directors under provisions of its articles of organization, by-laws or an agreement binding upon all of its shareholders.
(e) Every certificate issued representing shares of a professional corporation shall state thereon in bold print that the shares represented thereby are subject to restrictions on transfer imposed by this chapter and any further restrictions on transfer imposed by the appropriate regulating board or boards from time to time pursuant to this chapter.
(f) All transfers of shares in violation of this section shall be void.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156a - Professional Corporations › Section 11 - Proxies; Voting Trusts

Section 11. No proxy for shares of a professional corporation shall be valid unless it shall be given to a qualified person, or unless it is limited to voting for one or more of the actions described in subsection (a) of section thirteen under the circumstances described therein. A voting trust with respect to shares of a professional corporation shall not be valid unless all the trustees and beneficiaries thereof are qualified persons, except that such voting trust may be validly continued for a period of not more than six months after the death of a trustee or beneficiary or for a period of not more than six months after a trustee or beneficiary has become a disqualified person.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156a - Professional Corporations › Section 12 - Purchase or Redemption of Shares by Corporation; Contingencies; Time

Section 12. (a) It shall be provided in the articles or organization or by-laws of a professional corporation, or in an agreement binding upon all of its shareholders, that the corporation shall redeem all of the shares of a shareholder upon the occurrence of any one or more of the following events, unless the provisions of section thirteen apply or said shares are transferred to a qualified person within twelve months after occurrence of the event:
(1) If such shareholder dies;
(2) If such shareholder is determined to be disqualified to render professional service for a period of six months or more;
(3) If such shareholder is determined, in the manner set forth in the applicable instrument, to be incompetent or permanently disabled so as to be unable to render any professional services on behalf of the corporation;
(4) If any of the shares of such shareholder are transferred voluntarily or by operation of law to a disqualified person; or
(5) If any other event specified in the Articles of organization or by-laws or said shareholder agreement shall occur.
(b) The redemption of shares shall take place within twelve months after the occurrence of any of the events described in subsection (a), unless a shorter time is specified in the articles of organization, by-laws or said shareholder agreement. The consideration for such redemption shall be an amount equal to the fair value of such shares on the date of said event, unless otherwise provided in the articles of organization, by-laws or said shareholder agreement. In lieu of such redemption, all the shares of such shareholder may be transferred to a qualified person within such twelve month period.
(c) If a redemption or transfer of any shares of a professional corporation is not completed within the prescribed time period, such shares may be cancelled by the corporation and the holder shall have no further interest or rights of a shareholder of the corporation other than the right to receive an amount equal to the fair value of his shares under subsection (b), unless otherwise provided in the articles of organization, by-laws or said shareholder agreement.
(d) Nothing herein shall affect the obligations of a professional corporation to a shareholder whose interest in the corporation is terminated hereunder with respect to compensation, benefits or other matters accrued prior to his termination or disqualification.
(e) During the pendency of a redemption or transfer hereunder of the shares of a shareholder who is deceased, disabled or incompetent, said shares may be voted by the personal representatives of such shareholder.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156a - Professional Corporations › Section 13 - Liquidation, Dissolution or Merger of Corporation

Section 13. (a) If any of the events described in subsection (a) of section twelve shall occur with respect to the sole shareholder of a professional corporation or if the corporation is disqualified from rendering, or will cease rendering, any further professional services pursuant to this chapter, in lieu of or in addition to the redemption or transfer of the shares of such shareholder under said section twelve, within twelve months thereafter
(1) the corporation shall be liquidated and dissolved;
(2) the corporation shall be merged into or consolidated with a corporation qualified to render the same professional service or services; or
(3) the corporation shall be merged into, consolidated with or changed by articles of amendment into a corporation organized pursuant to chapter 156D in accordance with section 14.
In the event that such action has not been taken within such twelve month period, the corporation shall cease rendering any professional service until all its shares are owned by one or more qualified persons and the corporation is otherwise in compliance with the terms of this chapter.
(b) During the pendency of action under subsection (a), persons may be elected or appointed as the officers or directors of a professional corporation who are not qualified to render professional services on its behalf, and its shares may be voted by the personal representatives of a shareholder who is deceased, disabled or incompetent.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156a - Professional Corporations › Section 14 - Merger Into or Consolidation With Business Corporation

Section 14. A professional corporation which has ceased to render any professional services under this chapter or which is permitted to render professional services as a business corporation organized under chapter 156D may change its status by merging into or consolidating with the business corporation or by filing articles of amendment to change its name, where necessary, and purposes to those of the business corporation.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156a - Professional Corporations › Section 15 - Dissolution

Section 15. If action required by section 12 or 13 is not taken within the prescribed time period, or it shall be established that a professional corporation has failed to comply with this chapter, the state secretary may dissolve the corporation in accordance with section 14.21 of subdivision B of Part 14 of chapter 156D. The state secretary may also dissolve a professional corporation upon receipt of a certificate from any regulating board with jurisdiction stating that such corporation has failed to comply with the requirements of such board so as to give due cause for its dissolution, which certificate shall recite pertinent facts to support the requested dissolution. A copy of such certificate shall be given to such corporation at least sixty days in advance of said dissolution.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156a - Professional Corporations › Section 16 - Merger or Consolidation With Another Corporation

Section 16. (a) Except as provided in section fourteen, a professional corporation may merge or consolidate with another corporation, domestic or foreign, only if every shareholder of each corporation is a qualified person with respect to the surviving or resulting corporation.
(b) Upon the merger or consolidation of a professional corporation, if the surviving or resulting corporation is to render professional services in the commonwealth, it shall comply with the provisions of this chapter.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156a - Professional Corporations › Section 18 - Annual Report

Section 18. The annual report of a professional corporation or a foreign professional corporation shall, in addition to the information required by section 16.22 of subdivision B of Part 16 of chapter 156D, shall list the names and addresses of all shareholders and shall contain a certification that the shareholders, or all of the partners of a shareholder which is a general partnership are duly licensed to render 1 or more professional services for which the corporation was organized or are professional corporations authorized to render the professional services. A duplicate original copy of each annual report shall be filed at the same time with the regulating board. No filing fee shall be charged by the regulating board for such filing.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156a - Professional Corporations › Section 19 - Regulating Boards; Rules; Authority or Duties

Section 19. Each regulating board in the commonwealth is hereby authorized to promulgate rules for professional corporations consistent with this chapter which are deemed necessary in the public interest or required by the public health or welfare or by generally recognized standards of professional conduct. Nothing in this chapter shall restrict or limit in any manner the authority or duty of regulating board with respect to natural persons rendering a professional service within the jurisdiction of the licensing authority, or any law, rule or regulation pertaining to standards of professional conduct.