Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 101.00 - Adjudicatory Proceedings: Corporations Division › Section 101.01 - General Information

Current through Register 1525, July 5, 2024
(1)
Scope and Application of the Rules
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			 950 CMR 101.00
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. governs procedures in "adjudicatory
			 proceedings" conducted before the Corporations Division of the Office of the
			 State Secretary and subject to the provisions of M.G.L. c. 30A, the State
			 Administrative Procedures Act. "Adjudicatory proceedings" are defined by the
			 Act as proceedings "in which the legal rights, duties or privileges of
			 specifically named persons are required by constitutional right or by any
			 provision of the General Laws to be determined after opportunity for an agency
			 hearing." (M.G.L. c. 30A 1(1)) The rules contained herein are not applicable to
			 hearings which do not conform to the definition of "adjudicatory proceedings."
			 Where good cause appears, and waiver is not contrary to statute, the Division
			 may permit deviation from these rules.
950 CMR 101.00
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. generally, but not exclusively,
				applies to M.G.L. c. 156B commonly referred to as the Business Corporation Law.
				Specific attention is devoted for the sake of the hearing process to M.G.L. c.
				156B, § 11 and is reprinted here in part for reference. M.G.L. c. 156B
				§ 11 -- Assumption of Corporate Name, etc.; Reservation of Name, etc.
(a) A corporation may assume any name
			 which, in the judgment of the state secretary, indicates that it is
			 incorporated; but it shall not assume the name or trade name of another
			 corporation established under the laws of the Commonwealth, or of a corporation
			 wherever established, firm, association or person carrying on business in the
			 commonwealth, at the time of incorporation or change of name of the corporation
			 assuming any suchname or within three years prior thereto, or assume a name
			 which is under reservation under the laws of the commonwealth for another or
			 proposed corporation wherever established, or assume a name so similar to any
			 of the foregoing as to be likely to be mistaken for it, except with the written
			 consent of the said corporation, firm or association or of such person
			 previously filed with the state secretary. The supreme judicial or superior
			 court shall have jurisdiction in equity, upon the application of any person
			 interested or affected, to enjoin such corporation from doing business under a
			 name assumed in violation of any provision of 950 CMR 101.01, although articles
			 of organization or articles of amendment may have been approved and
			 filed.
(b) If within 30 days after
			 the date when articles of organization or articles of amendment effecting a
			 change of name of any corporation are filed in the office of the state
			 secretary, any corporation or person in whose name a corporate name is under
			 reservation, or any other corporation or any firm, association or person
			 carrying on business in the commonweal that the time when such articles are so
			 filed, or within three years prior thereto, shall protest in writing to the
			 state secretary that the name assumed by the corporation is the same as the
			 name, name under reservation or trade name of the party protesting or so
			 similar thereto as to be likely to be mistaken for it, the state secretary
			 shall, as soon as reasonably may be, hear the party protesting and the
			 corporation which assumed the name, giving written notice of the hearing to
			 each. If after the hearing the state secretary shall be of the opinion that the
			 assuming of the name violates any provisions of 950 CMR 101.01(1)(b), he shall
			 file a statement with drawing his approval of said articles of organization or
			 articles of amendment in so far as they relate to the name assumed by the
			 corporation and give written notice thereof to the party protesting and to the
			 corporation, such withdrawal to take effect 60 days after the date of filing.
			 After the expiration of said period of 60 days, the corporation shall have no
			 right to use the name assumed and maybe enjoined from doing business under such
			 name by the supreme judicial or superior court upon application of the attorney
			 general or any person interested or affected.