Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 113.00 - The Massachusetts Business Corporation Act, MGL c. 156D › Part 1 - FILING REQUIREMENTS › Section 113.02 - Definitions

Current through Register 1525, July 5, 2024
For purposes of
				  950 CMR 113.00 unless the
				  context otherwise requires, the following terms shall have the meanings
				  indicated:
Articles of Amendment
means any
				  document filed with the Division which amends the permanent information
				  contained in the articles of organization, including articles of dissolution
				  and certificates of reinstatement.
Articles of Organization
means the
				  original and any amended and restated articles of organization, articles of
				  merger and special acts of incorporation, articles of domestication, articles
				  of domestication and conversion, and articles of entity conversion filed with
				  the Division.
Authorized Person
means a person
				  authorized to execute documents. An authorized person may be:
(a) the chairman of the board of directors;
(b) the president or other officer of the corporation;
(c) if directors have not been selected or the corporation
				  has not been formed, the incorporator or incorporators; or
(d) a receiver, trustee or other court appointed fiduciary.
Corporation or Domestic Corporation
means a corporation established, organized, or chartered under the
				  Massachusetts General Laws having capital stock whether established before or
				  after July 1, 2004 for the purpose of carrying on business for profit with the
				  following exceptions:
(a) corporations established by any special acts of
				  incorporation enacted before March 11, 1831 and not subject to amendment,
				  alteration or repeal by the general court if application of M.G.L. c. 156D
				  would be inconsistent with provisions still in force of any special act of
				  incorporation;
(b) professional corporations subject to M.G.L. c. 156A if
				  application of M.G.L. c. 156D would be inconsistent with the provisions of
				  M.G.L. c.156A;
(c) corporations organized for the purpose of carrying on the
				  business of a bank, savings bank, cooperative bank, trust company, credit
				  union, surety or indemnity company, or safe deposit company, or for the purpose
				  of carrying on within the Commonwealth the business of an insurance company,
				  railroad, electric railroad, street railway or trolley motor company, telegraph
				  or telephone company, gas or electric light, heat or power company, canal,
				  aqueduct or water company, cemetery or crematory company, and any other
				  corporations which on October 1, 1965 have or may thereafter have the right to
				  take land within the Commonwealth by eminent domain or to exercise franchises
				  in public ways granted by the Commonwealth or by any county, city or town and
				  corporations subject to M.G.L. c. 157 and M.G.L. c. 157A.
Director
means the Director of the
				  Corporations Division.
Division
means the Corporations
				  Division in the Office of the Secretary of the Commonwealth.
Division's Website
means the
				  Secretary of the Commonwealth's website at
www.sec.state.ma.us
.
Document
means a filing required or
				  permitted to be filed with the Division pursuant to M.G.L. c. 156D or to
				  950 CMR 113.00.
Foreign Corporation
means a
				  for-profit or non-profit corporation incorporated under a law other than the
				  laws of the Commonwealth.
Other Entity
means any association
				  or entity other than a domestic or foreign business corporation, a domestic or
				  foreign non-profit corporation or a governmental or quasi-governmental
				  organization. The term includes, without limitation, limited partnerships,
				  general partnerships, limited liability partnerships, limited liability
				  companies, joint ventures, joint stock companies, business trusts and profit
				  and non-profit unincorporated associations.
Personal Information
means any
				  information concerning an individual not required by law or regulation to be
				  included in a document. Examples of such information include social security
				  number, drivers license number, and date of birth. It may also include a
				  residential address if such is not required by law.
Refusal to File
means the
				  determination by the Division that a document does not comply with the relevant
				  provisions of law or regulation. A document may be refused because it does not
				  contain supplemental information required by
				  950 CMR 113.00.
Secretary
means the Secretary of the
				  Commonwealth.
Singular and Plural Forms
Singular
				  nouns shall include the plural form and plural nouns shall include the singular
				  unless the context otherwise requires.