reglab/statecodes huggingface dataset:
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 104.00 - Business corporations › Section 104.18 - Revival of Dissolved Corporations

Current through Register 1525, July 5, 2024
A corporation which has been terminated in any manner maybe
				revived by the Division upon application by an interested party. The
				application for revival shall contain the following information:
(a) name of corporation;
(b) name and address of applicant;
(c) interest of applicant in the revival of
			 the corporation;
(d) date of
			 termination; circumstances of termination; and provisions of General Laws under
			 which termination was effected;
(e)
			 a complete description of the activities of the corporation since its
			 termination;
(f) reason or reasons
			 for revival of corporation;
(g)
			 period of time sought for revival;
(i) signature of applicant under penalties of
			 perjury.
(2) Upon acceptance of
			 the application and payment of the proper fee or fees the Division shall file a
			 Revival Certificate in its offices reviving the corporation pursuant to M.G.L.
			 c 156B, § 108.
A corporation may be revived for an indefinite time by general
				revival, or for a limited period of time not to exceed one year. In the case of
				a general revival, annual reports must be filed for the previous ten fiscal
				years before the Division will revive the corporation.
In the case of a limited revival the corporation shall stand
				revived for the time defined, or for the accomplishment of such purpose or
				purposes, in accordance with the Revival Certificate. Upon the filing of a
				general revival the corporation shall stand revived with the same powers,
				duties, and obligations as if it had not been dissolved, except as otherwise
				provided in the Revival Certificate. A Revival Certificate filed by the
				Division shall constitute an amendment as in
				950 CMR
				104.09.
For all revivals, if non-permanent information, such as names
				and addresses of officers, location of principal office, the name and address
				of the resident agent or fiscal year have been changed, the corporation must
				file the appropriate change form with the Division.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 104.00 - Business corporations › Section 104.19 - Annual Report

Current through Register 1525, July 5, 2024
(1) Every
			 corporation shall annually file with the Division, on or before the 15th day of
			 the third month following the close of its fiscal year, an annual report. The
			 clerks of the Division in their examination of the annual report have been
			 directed to check for the following information:
(a) exact name of the corporation;
(b) 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;
(c) 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;
			 the class or classes and series, if any, into which it is divided; the par
			 value, if any, and the number of shares;
(d) the names and addresses of the president,
			 treasurer, clerk, and all the directors of the corporation, and the date at
			 which the term of office of each expires; and
(e) the name and address of the resident
			 agent, if any.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 104.00 - Business corporations › Section 104.20 - Forms and Fees

Current through Register 1525, July 5, 2024
The commissioner of administration shall determine annually the
				fees for filing documents with the Division - pursuant to M.G.L. c. 156B,
				§ 114. Fee schedules are available from the Division upon request without
				charge.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 105.00 - Professional Corporations › Section 105.01 - Purpose

Current through Register 1525, July 5, 2024
The regulations in
				950
				CMR 105.00 implement the responsibilities of the
				Secretary of the Commonwealth pursuant to M.G.L. c. 156A, concerning
				professional corporations.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 105.00 - Professional Corporations › Section 105.02 - Definitions

Current through Register 1525, July 5, 2024
Foreign professional corporation
means
				a corporation organized for the purpose of rendering professional service under
				a law other than the law of the commonwealth.
Professional corporation
means a
				corporation organized under M.G.L. c. 156A for the purpose of rendering one or
				more professional services. It may also include a foreign professional
				corporation if the provisions of M.G.L. c. 156A require or allow such
				inclusion.
Professional service
means the service
				performed by registered physicians and surgeons, chiropractors, podiatrists,
				engineers, electrologists, physical therapists, psychologists, certified public
				accountants, dentists, veterinarians, optometrists and acupuncturists licensed
				or registered under the provisions of M.G.L. c. 112; and by attorneys-at-law
				admitted to practice in the courts of the commonwealth under M.G.L. c. 221; and
				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 person to incorporate his profession under M.G.L. c. 156A or if such
				incorporation is not prohibited by law or by regulations of the applicable
				regulating board.
Regulating board
means a board or
				governing authority which is charged with licensing and regulating the
				profession of any person performing a professional service.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 105.00 - Professional Corporations › Section 105.03 - Who May Organize

Current through Register 1525, July 5, 2024
One or more individuals each of whom is licensed to perform a
				professional service may organize a professional corporation. The 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; provided that there must be an
				incorporator licensed in each profession authorized by the articles of
				organization.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 105.00 - Professional Corporations › Section 105.04 - Articles of Organization

Current through Register 1525, July 5, 2024
One or more individuals each of whom is licensed to perform a
				professional service may organize a professional corporation by filing Articles
				of Organization with the Division. The clerks of the Division in their
				examination of the Articles of Organization have been directed to ascertain
				that the requirements of M.G.L. c. 156B (See
				950 CMR 105.03 )
				are met and also that the Articles contain the following additional
				information:
(a) The name of every
			 professional corporation shall end with the word or words "Professional
			 Corporation," "Corporation," or "Incorporated," or the abbreviation "P.C.,"
			 "Corp.," or "Inc.;" provided that a regulating board may adopt further
			 requirements;
(b) The professional
			 service to be rendered;
(c) The
			 names and residence addresses of all of the original shareholders, directors,
			 and officers of the corporation; and
(d) A certificate by the appropriate
			 regulating board 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.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 105.00 - Professional Corporations › Section 105.05 - Applicability of M.G.L. c. 156B

Current through Register 1525, July 5, 2024
The provisions of M.G.L. c. 156B shall be applicable to
				professional corporations and they shall enjoy the powers and privileges and be
				subject to the duties, restrictions, and liabilities of other corporations,
				except where inconsistent with the letter and purpose of the provisions of
				M.G.L. c. 156A. In the event of any conflict between the provisions of M.G.L.
				c. 156A and M.G.L. c. 156B, the provisions of M.G.L. c. 156A shall take
				precedence.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 105.00 - Professional Corporations › Section 105.06 - Officers; Status of Clerk, Resident Agent

Current through Register 1525, July 5, 2024
A majority of the directors, and all of its officers, except
				the treasurer, clerk, secretary and assistant treasurer, assistant clerk, or
				assistant secretary shall be licensed in the Commonwealth to render a
				professional service permitted by the Articles of Organization. Also the
				resident agent, if any, need not be a licensed professional.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 105.00 - Professional Corporations › Section 105.07 - Shareholder Reports

Current through Register 1525, July 5, 2024
Effective July 1, 1986 professional corporations are not
				required to file shareholders reports with the division. Previously shareholder
				reports were due on the first day of each fiscal year. A professional
				corporation will be deemed to be in good standing if it files all shareholder
				reports owed from January 1, 1980 through June 30, 1986.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 105.00 - Professional Corporations › Section 105.08 - Annual Reports

Current through Register 1525, July 5, 2024
Every professional corporation must file an annual report with
				the division as required by M.G.L. c. 156B, § 109. In addition to the
				information required by M.G.L. c. 156, § 109, the report must list the
				names and residence addresses of all shareholders and shall contain a
				certification that all shareholders, or all of the partners of a shareholder
				which is a general partnership, are duly licensed to render one or more
				professional services for which the corporation was organized, or are
				professional corporations authorized to render such professional
				services.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 105.00 - Professional Corporations › Section 105.09 - Change of Status From Professional to Business Corporation

Current through Register 1525, July 5, 2024
A professional corporation which has ceased to render any
				professional service or which is permitted to render professional services as a
				business corporation may change its status by merging or consolidating with a
				business corporation pursuant to M.G.L. c. 156B, § 78 and
				950 CMR
				104.12 or by filing articles of amendment to
				change its name, where necessary, and purposes to those of a business
				corporation. The articles of amendment shall be authorized pursuant to M.G.L.
				c. 156B, § 71 and executed and filed in accordance with M.G.L. c. 156B,
				§ 72 and
				950 CMR
				104.09.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 105.00 - Professional Corporations › Section 105.10 - Merger or Consolidation With Another Professional Corporation

Current through Register 1525, July 5, 2024
Except where a professional corporation has ceased to render
				professional services as provided in M.G.L. c. 156A, § 14 and
				950 CMR
				105.09, a professional corporation may merge
				only with another corporation, domestic or foreign, if every shareholder of the
				surviving or resulting corporation is an individual licensed to render a
				professional service permitted by the articles of organization, a general
				partnership in which all of the partners are so licensed, or a professional
				corporation authorized to render a professional service permitted by the
				articles.
The provisions of M.G.L. c. 156A and the regulations contained
				herein will apply to all corporations which will render professional services
				in the Commonwealth.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 105.00 - Professional Corporations › Section 105.11 - Dissolution

Current through Register 1525, July 5, 2024
(1) A professional corporation may be
			 involuntarily dissolved by the state secretary if:
(a) a redemption transfer of shares, or a
			 merger of a professional corporation is required by M.G.L. c. 156A,
			 §§ 12 or 13 and such action is not completed timely;
(b) the corporation fails to comply with any
			 provisions of M.G.L. c. 156A; or (C) the corporation is subject to dissolution
			 pursuant to the provisions of M.G.L. c. 156B, § 101.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 105.00 - Professional Corporations › Section 105.12 - Foreign Professional Corporation Registration

Current through Register 1525, July 5, 2024
A foreign professional corporations must register pursuant to
				M.G.L. c. 156A, § 17 if it will maintain an office in the Commonwealth, or
				if any of its shareholders, officers, or directors conduct activity on behalf
				of the corporation in the commonwealth as to require licensing under the
				provisions of M.G.L. c. 112 or M.G.L. c. 221.
A foreign professional corporation shall register to practice
				in the Commonwealth by filing a foreign corporation certificate; a certificate
				of legal existence issued by the state of incorporation dated within 60 days;
				and an exhibit to the foreign corporation certificate. The exhibit shall
				contain a description of the professional services to be rendered in the
				Commonwealth, the names and residential addresses of all directors, officers
				and shareholders, designations of which of them will render professional
				services in the Commonwealth, and a statement that a majority of the directors
				and all of the officers, (except the treasurer, clerk, secretary and any
				assistant treasurer, assistant clerk and assistant secretary) are natural
				persons who are licensed in a state or territory of the United States or the
				District of Columbia to render a professional service authorized by the
				corporation's articles of organization, and that all of the shareholders are
				such persons, or professional corporations authorized to render professional
				services. The certificate of qualification shall be accompanied by a
				certificate of the appropriate regulating body that all of the persons who will
				render professional services in the Commonwealth are licensed to do
				so.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 105.00 - Professional Corporations › Section 105.13 - Revocation of A Foreign Professional Corporation Certificate of Registration

Current through Register 1525, July 5, 2024
The state secretary may revoke the certificate of registration
				of a foreign professional corporation if it fails to comply with any provisions
				of M.G.L. c. 156A or if the state secretary receives notice from any
				appropriate regulating board that the corporation has failed to comply with its
				requirements so as to give due cause for revocation of the registration, and
				the notice states the facts sufficient to support the revocation.
The certificate of registration will be revoked if the state
				secretary has given the corporation at least 60 days notice of the revocation
				and the reasons therefore, and the corporation has failed to correct such
				noncompliance.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 106.00 - Non-profit Corporations › Section 106.01 - Purpose

Current through Register 1525, July 5, 2024
The regulations in
				950 CMR
				106.00 implement the responsibilities of the Secretary
				of the Commonwealth under M.G.L. c. 180, concerning corporations organized for
				non-profit purposes.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 106.00 - Non-profit Corporations › Section 106.02 - Definitions

Current through Register 1525, July 5, 2024
For the purposes of
				950 CMR
				106.00 and the forms issued to implement it, unless
				the context otherwise indicates: "non-profit corporation" means all
				corporations organized for a purpose consistent with M.G.L. c. 180, § 4,
				except for corporations organized prior to March 11, 1831.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 106.00 - Non-profit Corporations › Section 106.03 - Articles of Organization; Issuance of Charter

Current through Register 1525, July 5, 2024
A non-profit corporation shall be formed in the same manner as
				provided in M.G.L. c. 156B, §§ 11, 12, and 13, and 950 CMR 106.03.
				However, the clerks of the Division in their examination of the Articles of
				Organization have been directed to check for the following additional
				information:
(a) The non-profit
			 corporation shall have no capital stock and the Articles of Organization shall
			 omit references to stock and stockholders;
(b) The purposes for which the non-profit
			 corporation is formed shall be clearly stated subject to the provisions of
			 M.G.L. c. 180, § 4;
(c) The
			 non-profit corporation may not assume a name that is misleading as to its
			 corporate purposes, thus, the names shall include the word "incorporated" or
			 "corporation" or an abbreviation thereof; except that a church, religious
			 society, or other body organized for religious purposes, shall be exempt from
			 this requirement;
(d) A sworn
			 statement relative to certain criminal convictions must be signed by the
			 incorporators (See
			 950 CMR
			 106.06 );
(e) Any date for an annual meeting shall be
			 acceptable to the Division.
The Division shall send a copy of the approved Articles of
				Organization to the corporation within 30 days of approval. This copy of the
				Articles shall be sent in place of the previously used special charter.
				However, special charters are available to the incorporators upon request and
				payment of an additional ten dollar fee.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 106.00 - Non-profit Corporations › Section 106.04 - Purposes

Current through Register 1525, July 5, 2024
A non-profit corporation may be formed for any one or more of
				the following purposes pursuant to M.G.L. c. 180, § 4:
(a) For any civic, educational, charitable,
			 benevolent, or religious purpose;
(b) For the prosecution of any antiquarian,
			 historical, literary, scientific, medical, chiropractic, artistic, monumental,
			 or musical purpose;
(c) For
			 establishing and maintaining libraries;
(d) For supporting any missionary enterprise
			 having for its object the dissemination of religious or educational instruction
			 in foreign countries;
(e) For
			 promoting temperance or morality in the Commonwealth;
(f) For fostering, encouraging, or engaging
			 in athletic exercises or yachting;
(g) For encouraging the raising of choice
			 breeds of domestic animals and poultry;
(h) The association and accommodation of
			 societies of Free Masons, Odd Fellows, Knights of Pythias or other charitable
			 or social bodies of a like character and purpose;
(i) For the establishment and maintenance of
			 places for reading rooms, libraries, or social meetings;
(j) For establishing boards of trade,
			 chambers of commerce and bodies of like nature;
(k) For providing non-profit credit
			 counseling services, as defined in M.G.L. c. 180, § 4A;
(l) For encouraging agriculture or
			 horticulture; for improving and ornamenting the streets and public squares of
			 any city or town by planting and cultivating ornamental trees therein and also
			 otherwise improving the physical aspects of such city or town and furthering
			 the recreation and enjoyment of the inhabitants thereof.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 106.00 - Non-profit Corporations › Section 106.05 - Applicability of M.G.L. c. 156B

Current through Register 1525, July 5, 2024
M.G.L. c. 180 does not set out in full the various provisions
				of M.G.L. c. 156B which are made applicable to non-profit corporations.
				However, M.G.L. c. 180, § 10A, specifically states that non-profit
				corporations shall be subject to the following sections of M.G.L. c. 156B: 6,
				8, 10, 11, 14, 32, 35, 37, 38, 43, 49, 56, 57, 58, 59, 68, 69, 102, 104, 105,
				and 115 except that the provisions of M.G.L. c. 156B pertaining to stock,
				stockholders, and the like, shall be applicable as nearly as possible to
				members of a non-profit corporation.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 106.00 - Non-profit Corporations › Section 106.06 - Local Investigation; Incorporators; Change of Location

Current through Register 1525, July 5, 2024
Under the provisions of M.G.L. c. 180, § 5, the Secretary
				may initiate a local investigation of incorporators relative to certain
				criminal convictions, and in the past the Division has chosen to follow such a
				policy. In the future, the Division shall dispense with such local
				investigation provided that the incorporators sign the following
				statement:
"I/We the below signed INCORPORATORS, do hereby certify under
				the pains and penalties of perjury that I/We have not been convicted of any
				crimes relating to alcohol or gaming within the past ten years; I/We do hereby
				further certify that to the best of my/our knowledge the above named principal
				officers have not been similarly convicted. If so convicted, explain."
The Division shall, however, continue the practice of notifying
				local authorities as to the original location or change of location of any
				non-profit corporation as set out in M.G.L. c. 180, §§ 5 and 26. If
				the local authorities do not object to the location within 30 days of the date
				of the notice sent by the Division, the corporation's location or change of
				location shall be approved. The local authorities may, however, request in
				writing that such 30 day period be extended, and the Director in his discretion
				may agree to a reasonable extension prior to approval.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 106.00 - Non-profit Corporations › Section 106.07 - Reservation of Name

Current through Register 1525, July 5, 2024
The name of non-profit corporation, available for corporate use
				under the laws of the Commonwealth, may be reserved for a period of 30 days by
				the filing of a written application or request to reserve a specific name
				signed by the applicant. The fee shall be ten dollars for such a reservation.
				The reservation may be extended by the Division for an additional 30 days upon
				the written request of the applicant and the payment of an additional ten
				dollar fee.
A name may be checked relative to its availability for use by
				telephone but a name may NOT be reserved by a telephone request, and any such
				attempted reservation shall be considered INVALID by the Division. The
				reservation of a name becomes effective only upon the receipt by the Division
				of a written request and the payment of the proper fee.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 106.00 - Non-profit Corporations › Section 106.09 - Amendments; Restatement of Articles of Organization

Current through Register 1525, July 5, 2024
A non-profit corporation may amend its Articles of Organization
				at a meeting duly called for the purpose by a vote of two thirds of its members
				legally qualified to vote. Such amendments may include a change of purposes, or
				a change of name, or a restatement of the Articles of Organization. Amendments
				must be filed with the Division in conformity with the requirements of M.G.L.
				c. 156B, § 72, and
				950 CMR
				104.09, and restated Articles of Organization
				must conform to M.G.L. c. 156B, § 74, and
				950 CMR
				104.11. However, no such amendment or
				restatement shall be approved and filed by the Division:
(a) If as a result thereof the name of a
			 non-profit corporation subject to the provisions of M.G.L. c. 180, § 26
			 would be changed, until after approval of such change by the
			 Division;
(b) If the purposes
			 change so as to require the approval of another department or officer of the
			 Commonwealth, until after such approval.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 106.00 - Non-profit Corporations › Section 106.10 - Consolidation and Merger

Current through Register 1525, July 5, 2024
As in the case of Articles of Organization, amendments and
				restated Articles, the requirements relative to consolidation and merger of a
				nonprofit corporation are based substantially on M.G.L. c. 156B. The applicable
				sections of M.G.L. c. 156B relative to consolidation and merger are
				§§ 78, 79, and 80. However, no such consolidation or merger shall be
				approved and filed by the Division:
(a) If as a result thereof the name of a
			 constituent corporation subject to the provisions of M.G.L. c. 180, § 26,
			 would be changed, until after approval of such change by the
			 Division;
(b) If the purposes of
			 the resulting or surviving corporation are such so as to require the approval
			 of another department or officer of the Commonwealth, until after such
			 approval.
Under the provisions of M.G.L. c. 180, § 10, corporations
				organized under the laws of state other than the Commonwealth may merge into a
				non-profit corporation organized under M.G.L. c. 180.
However, a corporation organized under M.G.L. c. 180 may not
				merge into a corporation organized under the laws of another
				state.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 106.00 - Non-profit Corporations › Section 106.11 - Petition for Amendment; Restatement; Consolidation or Merger

Current through Register 1525, July 5, 2024
A non-profit corporation that is unable to comply with the
				requirements of M.G.L. 180, §§ 7, or 10, relative to an amendment,
				restatement of its Articles of Organization, consolidation or merger, may
				petition the Division for such approval under the terms of M.G.L. c. 180,
				§ 7A. The petition shall contain the following information:
(a) Statement of the relief sought and the
			 reason for inability to comply;
(b)
			 A list of the officers and members of the non-profit corporation so far as they
			 are known;
(c) Signature under
			 penalties of perjury of an officer or member.
The Director may require the petitioner to supply additional
				information. Once all the requirements of M.G.L. c. 180, § 7A are
				satisfactorily met by the non-profit corporation the document shall be approved
				and filed and treated in all respects as an amendment to or restatement of the
				Articles of Organization, or as articles of consolidation or merger as the case
				may be.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 106.00 - Non-profit Corporations › Section 106.12 - Evidence of Corporate Existence

Current through Register 1525, July 5, 2024
Under the provisions of M.G.L. c. 180, § 9, any civic,
				educational, charitable, benevolent, church, or cemetery organization organized
				under the General Laws, the evidence of corporate existence of which is not on
				file in the Division, by reason of the destruction of the records or because it
				was organized before such recording was required, may file such evidence with
				the Division. Once satisfied of its corporate existence the Division shall
				approve the evidence submitted, and upon payment of a five dollar ($5.00) fee,
				issue a certificate of incorporation.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 106.00 - Non-profit Corporations › Section 106.13 - Annual Reports

Current through Register 1525, July 5, 2024
Under the provisions of M.G.L. c. 180, § 26A, every
				non-profit corporation shall, annually on or before November 1st, file an
				Annual Report with the Division. The clerks of the Division in their
				examination of the Annual Report have been directed to check for the following
				information:
(a) The name of the
			 non-profit corporation;
(b) The
			 location, with street address, of its principal office;
(c) The date of its last preceding annual
			 meeting;
(d) The names and
			 addresses of all the officers and directors, or officers having the powers of
			 directors, of the non-profit corporation, and the date at which the term of
			 office of each expires.
The Annual Report of a non-profit corporation shall be signed
				and sworn to by its president and treasurer, or its presiding and financial
				officers having the powers of president and treasurer, and a majority of its
				directors, or officers having the powers of directors but if such a majority is
				more than five, then by five at least. The requirement to file such an Annual
				Report shall not apply to the following:
(a) Church or religious
			 organization;
(b) Non-profit school
			 or college;
(c) Corporation
			 organized prior to January 1, 1923 under the General Laws and having the name
			 of a political party as a part of its name;
(d) Charitable hospital;
(e) Library association whose real or
			 personal property is exempt from taxation.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 106.00 - Non-profit Corporations › Section 106.14 - Failure to File Annual Report; Revocation of Charter

Current through Register 1525, July 5, 2024
If a non-profit corporation fails to file its Annual Report for
				two successive years, the Division shall notify the delinquent corporation by
				mail of such default. If such a non-profit corporation then fails to file its
				Annual Report within 90 days after the notice of default has been given, its
				charter may be revoked by the Secretary under the provisions of M.G.L. c. 180,
				§ 26A.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 106.00 - Non-profit Corporations › Section 106.15 - Forms and Fees

Current through Register 1525, July 5, 2024
All fees for filing the particular forms to which they pertain
				shall be paid, prior to filing, by cash, check, draft, or money order made
				payable to the "Common wealth of Massachusetts" in accordance with the
				following:
Table 1
(a)
Articles of Organization
$30.00
(b)
Restated Articles of Organization
$30.00
(c)
Petition Pursuant to Section 7A
$30.00
(d)
Amendment
$10.00
(e)
Consolidation or Merger
$30.00
(f)
Annual Report
$10.00
(g)
Reservation of Name
$10.00
(h)
Certificate of Evidence (Rule 4.12)
$ 5.00
(i)
Revival
$35.00
The filing fee for all other certificates, statements, or
				reports required by M.G.L. c. 180 shall be ten dollars for each certificate,
				statement, or report unless another filing fee is specifically provided
				therefor.
The Division also issues certain certificates relative to
				non-profit corporations in accordance with the following:
Table 2
(1)
Certificate of Legal Existence
(short form) (up to one name change)
$ 5.00
(2)
Certificate of Legal Existence
(2 or more name changes or listing
							 officers)
$ 10.00
(3)
Long Form Certificates of legal
							 Existence
$ 15.00
(4)
Certificate of Merger
$ 15.00
(5)
Certificate of Good Standing
$ 10.00
For purposes of this fee schedule, "Item" is defined as any
				single unit of information listed on a certificate, for example, a change of
				name or a date of amendment.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 107.00 - Foreign Corporations › Section 107.01 - Purpose

Current through Register 1525, July 5, 2024
The regulations in
				950 CMR
				107.00 implement the responsibilities of the Secretary
				of the Commonwealth under M.G.L. c. 181, concerning foreign
				corporations.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 107.00 - Foreign Corporations › Section 107.02 - Definitions

Current through Register 1525, July 5, 2024
For the purposes of
				950 CMR
				107.00 and the forms issued to implement it, unless
				the context otherwise indicates: "foreign corporation" means a corporation that
				has been established, organized, or chartered under laws other than those of
				the Commonwealth.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 107.00 - Foreign Corporations › Section 107.03 - Foreign Corporation Certificate

Current through Register 1525, July 5, 2024
Every foreign corporation within ten days after it commences
				doing business in the Commonwealth shall file with the Division, a Foreign
				Corporation Certificate. The clerks of the Division in their examination of the
				Foreign Corporation Certificate have been directed to check for the following
				information:
(a) Exact name of the
			 foreign corporation;
(b) Location
			 of its principal office;
(c) Brief
			 description of its activities within the Commonwealth;
(d) Location of its local office, if
			 any;
(e) Name and address of its
			 resident agent, if any;
(f) Names
			 and addresses of its president, treasurer, clerk or secretary, and
			 directors;
(g) Date of its fiscal
			 year;
(h) Date of its
			 organization;
(i) Jurisdiction
			 under the laws of which it is organized;
(j) Statement of the fees imposed by the laws
			 of the State wherein it is incorporated upon Massachusetts corporations doing
			 business in that State.
The Foreign Corporation Certificate shall be signed under
				penalties of perjury by the president or vice-president and clerk or assistant
				clerk, or secretary or an assistant secretary. In addition, through the Foreign
				Corporation Certificate the foreign corporation shall appoint the Secretary to
				be its attorney upon whom the services of legal process may be made in certain
				matters (See
				950
				CMR 112.00 ).
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 107.00 - Foreign Corporations › Section 107.04 - Amendments

Current through Register 1525, July 5, 2024
Every foreign corporation shall file with the Division an
				Amended Foreign Corporation Certificate within 60 days of the effective date of
				any of the following changes in the Foreign Corporation Certificate:
(a) Change of name;
(b) Change of principal office;
(c) Change in description of corporate
			 activities.
All certificates of condition must be filed up-to-date before
				any amendments will be accepted for filing with the Division. The Amended
				Foreign Corporation Certificate shall be signed under penalties of perjury by
				the president or a vice-president and a clerk or an assistant clerk, or a
				secretary or an assistant secretary of the foreign
				corporation.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 107.00 - Foreign Corporations › Section 107.05 - Certificate of Condition

Current through Register 1525, July 5, 2024
Every foreign corporation doing business in the Commonwealth
				shall annually file with the Division, within six months of the close of its
				fiscal year, a certificate of condition. The clerks of the Division in their
				examination of the certificate of condition have been directed to check for the
				following information:
(a) Exact name
			 of the foreign corporation;
(b)
			 Location of its principal office;
(c) Location of its local office, if
			 any;
(d) Name and address of its
			 resident agent, if any;
(e) Names
			 and addresses of its president, treasurer, and clerk or secretary and all the
			 directors and date upon which the term of office of each expires;
(f) Amount of capital stock authorized and
			 issued, including the number and par value, if any, of its shares, and the
			 amount paid thereon;
The certificate of condition of a foreign corporation shall be
				signed under penalties of perjury by a responsible officer of the
				corporation.
Photocopies of certificates of condition are acceptable for
				filing with the Division, however, photocopied signatures are NOT acceptable.
				All information on the certificate of condition may be copied, and that copy
				filed, but the signatures must be original.
The Division shall accept for filing with certificate of
				condition only the section or sections of the foreign corporation's Annual
				Report that deal with the requirements of the certificate of condition. The
				foreign corporation should NOT send its entire Annual Report to the Division
				for filing with the certificate of condition.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 107.00 - Foreign Corporations › Section 107.06 - Extensions For Filing Certificates of Condition

Current through Register 1525, July 5, 2024
Extensions for the filing of certificates of condition of
				foreign corporations may be granted by the Division upon receipt of a written
				request and only for good and adequate cause. Extensions may only be granted
				for a maximum of 60 days.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 107.00 - Foreign Corporations › Section 107.07 - Reservation of Name

Current through Register 1525, July 5, 2024
The name of a foreign corporation, available for corporate use
				under the laws of the Commonwealth, may be reserved for a period of 30 days by
				the filing of a written application or request to reserve a specific name
				signed by the applicant. The fee shall be two dollars for such a reservation.
				The reservation may be extended by the Division for an additional 30 days upon
				the written request of the applicant and the payment of an additional two
				dollar fee.
A name may be checked relative to its availability for use by
				telephone but a name may NOT be reserved by a telephone request, and any such
				attempted reservation shall be considered INVALID by the Division. The
				reservation of a name becomes effective only upon the receipt by the Division
				of a written request and the payment of the proper fee.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 107.00 - Foreign Corporations › Section 107.08 - Protest of Name; Hearing Procedure

Current through Register 1525, July 5, 2024
In the event of a controversy arising over the use of a
				particular name by a foreign corporation, all the parties involved have a right
				to a hearing before the Division pursuant to M.G.L. c. 181, § 5.
The protest must be in writing and must be filed with the
				Division within 30 days after the date when an initial certificate, or an
				amended certificate effecting change of name, of the foreign corporation has
				been filed with the Division. The regulations governing the hearing procedures
				followed by the Division are established by
				950 CMR 101.00 ("Rules for
				Adjudicatory Proceedings Conducted by the Corporations Division" which were
				adopted July 22, 1975). These Rules are available from the Division upon
				request and payment of a 60¢ fee.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 107.00 - Foreign Corporations › Section 107.09 - Certificate of Withdrawal

Current through Register 1525, July 5, 2024
A foreign corporation no longer doing business in the
				Commonwealth may withdraw from the Commonwealth by filing with the Division a
				Certificate of Withdrawal. The clerks of the Division in their examination of
				the Certificate of Withdrawal have been directed to check for the following
				information:
(a) Exact name of the
			 foreign corporation;
(b) Location
			 of its principal office;
(c) Names
			 and addresses of its president, treasurer, clerk or secretary and
			 directors;
(d) Date of its fiscal
			 year;
(e) Statement that the
			 foreign corporation is not doing business in the Commonwealth.
The Certificate of Withdrawal shall be signed under penalties
				of perjury by the president or a vice-president, and the clerk or an assistant
				clerk or the secretary or an assistant secretary or, if the foreign corporation
				is in the hands of a receiver or trustee, by such receiver or trustee. The
				Certificate of Withdrawal shall be accompanied by a certificate from the
				Commissioner of Corporations and Taxation that all taxes due and payable to the
				Commonwealth have been paid. In addition, all certificates of condition must be
				filed up-to-date with the Division before the Certificate of Withdrawal may be
				accepted by the Division.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 107.00 - Foreign Corporations › Section 107.10 - Penalties For Failure To File; False Statements

Current through Register 1525, July 5, 2024
Every foreign corporation which fails to file a Foreign
				Corporation Certificate as required by M.G.L. c. 181, § 4, and
				950 CMR
				107.03, or an Amended Foreign Corporation
				Certificate as required by M.G.L. c. 181, § 4, and
				950 CMR 107.04, shall
				be fined not more than $500.00 for each such failure and for each year that
				such failure shall continue.
Every foreign corporation which fails to file an annual report
				of condition as required by M.G. L. c. 181, § 4, and
				950 CMR
				107.05, and then fails to file after proper
				notice is served in accordance with M.G.L. c. 182, § 9, shall be fined not
				more than ten dollars for each day for fifteen days after the expiration of the
				30-day grace period granted by M.G.L. c. 182, § 9, and not more than
				$200.00 for each day thereafter during which such default continues, or any
				lesser sum that the court may deem just and equitable. The Supreme Judicial
				Court in Suffolk County may issue an injunction restraining further prosecution
				of the business of the foreign corporation, and further exercise of any
				corporate rights, privileges or franchises in the Commonwealth, until such
				penalties, as described above, with interest and cost have been paid and until
				the foreign corporation has filed the required certificates or reports.
Whoever knowingly makes, executes, files or publishes any
				report or statement required by law of the Commonwealth or of another state or
				country to be made, executed, filed, or published by a foreign corporation,
				which report or statement is false in any material representation shall be
				punished by a fine of not more than $5,000.00 or by imprisonment for not more
				than three years, or both, pursuant to M.G.L. c. 181, §§ 13 and
				14.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 107.00 - Foreign Corporations › Section 107.11 - Forms and Fees

Current through Register 1525, July 5, 2024
All fees for filing the particular forms to which they pertain
				shall be paid, prior to filing, by cash, check, draft, or money order made
				payable to the "Commonwealth of Massachusetts" in accordance with the
				following:
Table 1
(a)
Foreign Corporation Certificate (See M.G.L. c. 181,
							 § 8)
$250.00 Minimum
(b)
Amended Foreign Corporation Certificate
$ 75.00
(c)
Certificate of Withdrawal
$ 75.00
(d)
Reservation of Name
$ 10.00
The Division also issues certain certificates relative to
				foreign corporations in accordance with the following:
Table 2
(a)
Certificate of Registration
$ 5.00
(b)
Certificate of Registration (with one name
							 change)
$ 10.00
(c)
Certificate of Good Standing
$ 10.00
(d)
Certificate of Withdrawal
$ 10.00
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 108.00 - Limited Partnerships › Section 108.01 - Purpose

Current through Register 1525, July 5, 2024
(1)
								950 CMR
			 108.00 describes the practi ces and procedures of the
			 Corporations Division in the Office of the Secretary of the Commonwealth
			 relative to M.G.L. c. 109:
Limited Partnerships.
(2) The Corporations Division, which is under
			 the supervision of the Secretary of the Commonwealth, administers the
			 provisions of Massachusetts General Laws pertaining to limited partnerships.
			 The chief executive officer of the Corporations Division has the title,
			 "Director of the Corporations Division". The Director may, subject to the
			 approval of the Secretary, make, amend and rescind such rules, forms and orders
			 as are contemplated by the provisions of the Massachusetts General Laws and are
			 necessary to carry out their purposes. The Director is empowered to hear,
			 examine and investigate matters subject to the provisions of the Massachusetts
			 General Laws.
(3) From time to
			 time, the Director may authorize any exceptions to
			 950 CMR
			 108.00 with respect to any specific requirement
			 provided that such exceptions to
			 950 CMR
			 108.00 are in conformity with the provisions of the
			 Massachusetts General Laws.