reglab/statecodes huggingface dataset:
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 112.00 - Limited Liability Companies › Section 112.29 - Fees and Methods of Payment

Current through Register 1525, July 5, 2024
(1) The fees
			 relative to limited liability companies are as follows:
(a) Certificate of Organization
$500.00
(b) Annual Report
$500.00
(c) Name Reservation/Transfer
$ 30.00
(d) Amendment
$100.00
(e) Restated Certificate
$100.00
(f) Certificate of Merger/Consolidation
$100.00
(g) Certificate of Cancellation
$100.00
(h) Foreign Registration
$500.00
(i) Foreign Amendment
$100.00
(j) Foreign Annual Report
$500.00
(k) Foreign Cancellation
$100.00
(l) Foreign Withdrawal
$100.00
(m) Certificate of Good Standing
$ 25.00
(n) Certificate of Existence
$ 12.00
(o) Certificate of Registration
$ 12.00
(p) Certificate of Legal Existence w/amendments
$ 25.00
(q) Certificate of Registration
						  w/amendments
$ 25.00
(2)
			 Filing fees, and fees for the copying of documents and the issuance of
			 documents may be paid for by the following methods:
(a) In Person: cash, personal or cashier's
			 check, or money order;
(b) By Mail:
			 personal or cashier's check, or money order; or
(c) By Electronic Transmission or Facsimile:
			 MasterCard, Visa, electronic funds transfer or debit card.
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 113.01 - Purpose

Current through Register 1525, July 5, 2024
(1)
									950 CMR 113.00 describes the
				practices and procedures of the Secretary of the Commonwealth relative to
				M.G.L. c. 156D:
The Massachusetts Business Corporation
				Act
.
(2) The Corporations
				Division, which is under the supervision of the Secretary of the Commonwealth,
				administers the provisions of the Massachusetts General Laws pertaining to
				certain corporations and related matters. 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 as 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 exceptions to
				950 CMR 113.00 with respect
				to any specific requirement provided that such exceptions to
				950 CMR 113.00 are in
				conformity with the provisions of the Massachusetts General Laws.
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 113.03 - Place to File

Current through Register 1525, July 5, 2024
Documents shall be mailed or delivered to the Division
				  at:
Secretary of the Commonwealth
Corporations Division, Input Section
One Ashburton Place, 17th
				  Floor
Boston, MA 02108-1512
If the document is mailed, the envelope shall clearly
				  identify the type of document enclosed. Documents submitted to any other area
				  of the office, to any district office or not properly addressed will not be
				  considered received until received by the Division at the address noted
				  above.
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 113.04 - On-line Services

Current through Register 1525, July 5, 2024
(1) The Division
				also offers online services at the Division's website. Services offered online
				include filing documents, ordering certificates and certified copies and
				searching records.
(2) General
				inquiries to the Division may also be made by electronic mail to
				corpinfo@sec.state.ma.us. Electronic mail cannot be used to file corporate
				documents, request certificates or searches of the records.
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 113.05 - Division Hours

Current through Register 1525, July 5, 2024
(1) The regular
				business hours of the filing and certificate rooms are Monday through Friday
				from 8:45 A.M. to 4:00 P.M., excluding holidays. The regular business hours of
				the public search room and phone room are Monday through Friday from 8:45 A.M.
				to 5:00 P.M., excluding holidays.
(2) Authorized facsimile and electronic
				transmissions may be made 24 hours per day, 365 days per year, except for
				scheduled maintenance and unscheduled interruptions of service.
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 113.06 - General Filing Requirements

Current through Register 1525, July 5, 2024
(1) A document
				shall be submitted in the English language unless otherwise provided by M.G.L.
				c. 156D or
				950 CMR 113.00.
(2) A document shall be typed or printed. It
				may not be handwritten.
(3) A
				document shall contain all of the information required by M.G.L. c. 156D and
				950 CMR 113.00. It may also
				contain other information relevant to the business affairs of the corporation,
				except that the Division, in its discretion, may reject or redact a document
				containing any personal information.
(4) A document shall be signed by an
				authorized person, and further, unless submitted by authorized electronic or
				facsimile transmission, such signature must be original. The authorized person
				must state beneath or opposite his signature his name, the capacity in which he
				signs and the date.
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 113.07 - Forms

Current through Register 1525, July 5, 2024
The Division supplies forms for documents required to be
				  filed with the Division. The use of official forms is optional. Copies of the
				  forms are available in the Office of the Secretary of the Commonwealth or on
				  the Division's website. Any document submitted to the Division not on an
				  official form must be on standard size paper, 8½ by 11 inches and follow
				  the format specifications contained in
				  950 CMR 113.00. The minimum
				  font size is 10. A document which does not comply with size requirements,
				  format specifications or font size will be rejected.
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 113.08 - Conformed Copy

Current through Register 1525, July 5, 2024
Documents submitted to the Division need not be accompanied
				  by an exact or conformed copy. A copy of all filed documents may be obtained
				  from the Division's website.
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 113.09 - Document Delivery

Current through Register 1525, July 5, 2024
A document may be tendered for filing by:
(1) personal or courier delivery to the
				Division at Secretary of the Commonwealth, Corporations Division, Input
				Section, One Ashburton Place, 17th Floor, Boston, MA
				during regular business hours;
(2)
				postal service delivery addressed to Secretary of the Commonwealth,
				Corporations Division, Input Section, One Ashburton Place,
				17th Floor, Boston, MA 02108. Additionally, the
				envelope must identify the type of document enclosed.
(3) facsimile delivery in a manner authorized
				by the Division on its website; or
(4) electronic transmission in the manner
				authorized by the Division on its website.
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 113.10 - Effective Time and Date

Current through Register 1525, July 5, 2024
(1) Articles of
				organization, amendment and merger are effective at the time and on the date
				received unless the filing is rejected and written notice is provided to the
				submitter within five days of receipt. If the above documents are delivered in
				person before the Filing Room is open for business, or after the close of
				business, or on a day the filing office is not open for business, the document
				will be deemed received at the time and on the date the filing office is next
				open for business. If any of the above documents are delivered by mail and
				properly addressed, the time and date of receipt is the time and date the mail
				is opened, but not later than the close of business on the day of receipt. If
				the envelope is not properly addressed, the time of receipt will be the time
				and date the mail is opened.
(2)
				All other documents are effective at the time and on the date approved by the
				Division.
(3) Notwithstanding the
				foregoing, a document may specify a delayed effective time and date not later
				than the 90th day after the date it was received for
				filing by the Division. If a delayed effective date but no time is specified,
				the document is effective at the close of business on that date.
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 113.11 - Procedure upon Refusal to File

Current through Register 1525, July 5, 2024
If the Division finds that a document does not comply with
				  law or contain the information required by
				  950 CMR 113.00, the Division
				  shall notify the submitter within 90 days of receipt in the case of annual
				  reports or within five days after receipt in the case of all other documents.
				  The notice shall be in writing and specify the reason for refusal. The notice
				  may be posted on the Division website and/or sent by mail, postage prepaid, to
				  the address provided by the submitter, or if the submitter has provided the
				  Division with an electronic mail address, to such address. Where annual reports
				  are not filed electronically, the only notice will be sent by
				  mail.
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 113.12 - Articles of Correction

Current through Register 1525, July 5, 2024
(1) A domestic or
				foreign corporation may correct a filed document if the document:
(a) contains a typographical error or an
				incorrect statement; or
(b) was
				defectively executed, attested, sealed, verified or acknowledged.
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 113.13 - Fees and Methods of Payment

Current through Register 1525, July 5, 2024
(1) The fees
				for filing and copying documents, the issuance of certificates, and service of
				process are set forth in
				801 CMR
				4.00:
Rates
, issued by the Executive
				Office for Administration and Finance.
(2) Filing fees, and fees for the copying of
				documents and the issuance of documents may be paid for by the following
				methods:
(a) In person: cash, personal or
				cashier's check, or money order;
(b) By mail: personal or cashier's check, or
				money order; or
(c) By electronic
				transmission or facsimile: MasterCard, Visa, electronic funds transfer or debit
				card.
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 113.14 - Computation of Time

Current through Register 1525, July 5, 2024
Computation of any period of time referred to in
				  950 CMR 113.00 shall begin
				  with the first day following the act which initiates such period of time. When
				  the last day of the period so computed is a day on which the Division is
				  closed, the period shall run until the end of business on the date the Division
				  is next open for business. When such period of time, with intervening
				  Saturdays, Sundays and legal holidays counted is five days or less, then said
				  Saturdays, Sundays and legal holidays shall be excluded from the
				  computation.
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 113.15 - Corporate Record Availability

Current through Register 1525, July 5, 2024
The following methods are available for obtaining copies of
				  corporate documents and data from the corporation information management
				  systems.
(1) Individually Identified
				Documents. Copies of individually identified corporate documents are available
				in the following forms:
(a) Paper
(b) PDF files
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 3 - SUPPLEMENTAL INFORMATION IN THE ARTICLES OF ORGANIZATION › Section 113.17 - Changes to Supplemental Information Contained in Article VIII in the Articles of Organization

Current through Register 1525, July 5, 2024
(1) Supplemental
				information may be changed by filing a statement of such change with the
				Division or by noting such change on an annual report that is filed
				electronically. If the annual report is filed electronically, the following
				supplemental information may be changed: the names and business addresses of
				the directors and officers; street address of the corporation's principal
				office; the description of the type of business in which the corporation
				engages; and the street address where the records of the corporation are
				required to be kept in the commonwealth.
(2) A statement of change consists of a form
				supplied by the Division or a document formatted in the same manner as the
				Division form. A statement of supplemental change shall set forth:
(a) the name of the corporation;
(b) the street address of the corporation's
				registered office; and
(c) the
				change to the supplemental information.
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 4 - CORPORATE NAME › Section 113.18 - Reservation of a Name

Current through Register 1525, July 5, 2024
The exclusive use of a name may be reserved with the Division
				  for a period of 60 days.
(1) The
				Division will approve the exclusive use of a name where the name is not the
				same or so similar that it is likely to be mistaken for:
(a) the corporate name or trade name of a
				corporation organized, authorized to transact business or otherwise lawfully
				conducting business in the commonwealth;
(b) a corporate name under
				reservation;
(c) the fictitious
				name adopted by a foreign corporation or other entity authorized to transact
				business or otherwise lawfully conducting business in the commonwealth because
				its real or trade name is unavailable;
(d) the corporate name or trade name of a
				not-for-profit corporation organized, authorized to conduct its activities or
				otherwise lawfully conducting activities in the commonwealth;
(e) the name or trade name of a partnership,
				business trust or other entity organized, authorized to transact business or
				otherwise lawfully conducting business in the commonwealth; or
(f) on or after September 1, 2004, a
				trademark or servicemark registered with the Division under M.G.L. c. 110B or
				M.G.L. c. 110H.
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 4 - CORPORATE NAME › Section 113.19 - Protest of Name, Hearing Procedure

Current through Register 1525, July 5, 2024
Any person who is registered, qualified or otherwise carrying
				  on business in the commonwealth at the time or who has a name under reservation
				  may protest to the Division that the name assumed by a corporation is the same
				  as or so similar that it is likely to be mistaken for the name of such person.
				  The protest must be in writing and must be received by the Division within 90
				  days after the articles of organization or articles of amendment affecting a
				  change in the name of a corporation have been filed with the Division. The
				  regulations governing the hearing procedures followed by the Division are
				  located in
				  950 CMR 101.00:
Adjudicatory Proceedings: Corporations Division
.
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 5 - OFFICE AND AGENT › Section 113.20 - Registered Office and Registered Agent

Current through Register 1525, July 5, 2024
(1)
				Each domestic corporation and each foreign corporation authorized to transact
				business in the commonwealth must continuously maintain a registered office in
				the commonwealth and a registered agent at that office.
(2) The registered office must be a street
				address. A post office box address is not sufficient. The registered office
				may, but need not be, the corporation's principal office or its place of
				business.
(3) The registered agent
				may be an individual, a domestic corporation, a domestic not-for-profit
				corporation, a foreign corporation qualified to do business in the
				commonwealth, or other entity authorized by law.
(4) A domestic corporation that has not
				previously appointed a registered agent shall file an appointment of registered
				agent and registered office with the Division.
(5) The appointment of registered
				agent/registered office consists of a form supplied by the Division or a
				document formatted in the same manner as the Division form. Such appointment
				shall set forth:
(a) the name of the
				corporation;
(b) the street address
				of its registered office in the commonwealth;
(c) the name of the registered agent at that
				office; and
(d) the written consent
				of the registered agent to the appointment.
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 5 - OFFICE AND AGENT › Section 113.21 - Statement of Change of Registered Agent or Registered Office by Corporation

Current through Register 1525, July 5, 2024
(1) A domestic corporation or an authorized
				foreign corporation may change its registered office or registered agent by
				filing a statement of change of registered office/registered agent.
(2) The statement of change of registered
				office/registered agent consists of a form supplied by the Division or a
				document formatted in the same manner as the Division form. Such change
				statement shall set forth:
(a) the name of
				the corporation;
(b) the street
				address of its current registered office;
(c) the street address of the new registered
				office if the current registered office is to be changed; and
(d) the name of the current registered
				agent;
(e) the name of the new
				registered agent if the current registered agent is to be changed;
				and
(f) a statement that after the
				changes are made, the street address of its registered office and the business
				address of its registered agent will be identical.
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 5 - OFFICE AND AGENT › Section 113.22 - Statement of Change of Registered Office by Registered Agent

Current through Register 1525, July 5, 2024
(1) A registered agent may change the street
				address of the registered office for any corporation for which he is a
				registered agent by filing a statement of change of registered
				office.
(2) The statement of change
				of registered office consists of a form supplied by the Division or a document
				formatted in the same manner as the Division form. The statement of change
				shall set forth:
(a) the name of the
				registered agent;
(b) the name of
				each corporation whose street address is to be changed;
(c) the street addresses of each
				corporation's current registered office;
(d) the street address of each corporation's
				new registered office;
(e) a
				statement that after the change is made, the street address of its registered
				office and the business address of the registered agent will be identical;
				and
(f) a statement that each
				corporation has been notified in writing of such change.
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 5 - OFFICE AND AGENT › Section 113.23 - Resignation of Registered Agent

Current through Register 1525, July 5, 2024
(1) A
				registered agent may resign by filing a statement of resignation with the
				Division.
(2) The statement of
				change of resignation consists of a form supplied by the Division or a document
				formatted in the same manner as the Division form. The statement of resignation
				shall set forth:
(a) the name of the
				registered agent;
(b) the name of
				the corporation;
(c) the street
				address of the corporation's current registered office;
(d) a statement that the registered agent has
				resigned;
(e) a statement
				indicating whether the registered office address will be discontinued;
				and
(f) a statement that a copy of
				the resignation has been furnished to the corporation.
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 9 - DOMESTICATION AND CONVERSION › Section 113.24 - Articles of Domestication

Current through Register 1525, July 5, 2024
(1) A foreign
				business corporation may become a domestic business corporation by filing
				articles of domestication with the Division.
(2) The articles of domestication consist of
				a form supplied by the Division or a document formatted in the same manner as
				the Division form. The articles of domestication shall set forth:
(a) the current name of the corporation in
				the jurisdiction of organization;
(b) a name that satisfies the requirements of
				M.G.L. c. 156D, § 4.01 if the name of the corporation is unavailable for
				use in the commonwealth, or the corporation desires to change its
				name;
(c) the jurisdiction of
				incorporation;
(d) the date the
				corporation was incorporated in that jurisdiction;
(e) whether the corporation was authorized to
				transact business in the commonwealth;
(f) a statement that the domestication of the
				corporation in the commonwealth was duly authorized as required by the laws of
				jurisdiction in which the corporation was incorporated;
(g) all of the information required to be in
				the original articles of organization by M.G.L. c. 156D, § 2.02(a) or
				permitted to be included in the articles of organization by M.G.L. c. 156D,
				§ 2.02(b);
(h) the
				supplemental information required by
				950 CMR 113.00 to be
				included in the articles of organization; and
(i) the date and time the articles of
				domestication will be effective if the articles of domestication are to be
				effective at a later date and/or time, not more than 90 days after the date and
				time of filing.
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 9 - DOMESTICATION AND CONVERSION › Section 113.25 - Articles of Charter Surrender

Current through Register 1525, July 5, 2024
(1) A domestic
				corporation may domesticate in a foreign jurisdiction by filing articles of
				charter surrender with the Division.
(2) The articles of charter surrender consist
				of a form supplied by the Division or a document formatted in the same manner
				as the Division form. The articles of charter surrender shall set forth:
(a) the name of the corporation;
(b) the street address of the corporation's
				registered office;
(c) a statement
				that the articles of charter surrender are being filed in connection with the
				domestication of the corporation in a foreign jurisdiction;
(d) a statement that the domestication was
				duly approved by the shareholders, and if voting by any separate group was
				required, by each separate voting group, in the manner required by M.G.L. c.
				156D and the articles or organization;
(e) the corporation's new name and
				jurisdiction of incorporation;
(f)
				that the corporation appoints the Secretary of the Commonwealth as its agent
				for service of process in any proceeding to enforce the rights of shareholders
				who exercise appraisal rights in connection with the domestication;
				and
(g) the date and time the
				articles of charter surrender will be effective if the articles of charter
				surrender are to be effective at a later date and/or time, not more than 90
				days after the date and time of filing.
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 9 - DOMESTICATION AND CONVERSION › Section 113.26 - Articles of Non-profit Conversion

Current through Register 1525, July 5, 2024
(1) A
				domestic business corporation may become a domestic non-profit corporation by
				filing articles of non-profit conversion with the Division.
(2) The articles of non-profit conversion
				consist of a form supplied by the Division or a document formatted in the same
				manner as the Division form. The articles of non-profit conversion shall set
				forth:
(a) the name of the corporation
				immediately before filing articles of non-profit conversion;
(b) a name that satisfies the requirements of
				M.G.L. c. 180 if the name of the corporation does not satisfy the requirements
				of M.G.L. c. 180 or the corporation desires to change its name in connection
				with the conversion;
(c) a
				statement that the plan of non-profit conversion was duly approved by the
				shareholders and, if voting by any separate voting group was required, by each
				separate voting group in the manner required by M.G.L. c. 156D and the articles
				of organization;
(d) a statement
				that the plan of nonprofit conversion was duly approved in accordance with the
				organic law of the domestic nonprofit corporation;
(e) all of the information required to be set
				forth in the articles of organization and any other desired provisions
				permitted by M.G.L. c. 180; and
(f)
				the date and time the articles of non-profit conversion will be effective if
				the articles of non-profit conversion are to be effective at a later date
				and/or time, in accordance with M.G.L. c. 180.
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 9 - DOMESTICATION AND CONVERSION › Section 113.27 - Articles of Charter Surrender upon Foreign Non-profit Conversion

Current through Register 1525, July 5, 2024
(1) A domestic business corporation may
				become a foreign non-profit corporation by filing articles of charter surrender
				upon foreign non-profit conversion with the Division.
(2) The articles of charter surrender upon
				foreign non-profit conversion consist of a form supplied by the Division or a
				document formatted in the same manner as the Division form. The articles of
				charter surrender upon foreign non-profit conversion shall state:
(a) the name of the corporation;
(b) the street address of the corporation's
				registered office;
(c) a statement
				that the articles of charter surrender are being filed in connection with the
				conversion of the corporation to a foreign non-profit corporation;
(d) a statement that the conversion is
				permitted by the laws of the foreign jurisdiction;
(e) the corporation's new name and
				jurisdiction of incorporation;
(f)
				a statement that the foreign non-profit conversion was duly approved by the
				shareholders and if voting by any separate voting group was required, by each
				such separate voting group, in the manner required by M.G.L. c. 156D and the
				articles of organization;
(g) that
				the corporation appoints the Secretary of the Commonwealth as its agent for
				service of process in any proceeding to enforce the rights of shareholders who
				exercise appraisal rights in connection with the conversion; and
(h) the date and time the articles of
				non-profit conversion will be effective if the articles of non-profit
				conversion are to be effective at a later date and/or time, but not more than
				90 days after the date and time of filing.
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 9 - DOMESTICATION AND CONVERSION › Section 113.28 - Foreign Non-profit Domestication and Conversion

Current through Register 1525, July 5, 2024
(1) A foreign non-profit corporation may
				become a domestic business corporation by filing articles of domestication and
				conversion with the Division.
(2)
				The articles of domestication and conversion consist of a form supplied by the
				Division or a document formatted in the same manner as the Division form. The
				articles of domestication and conversion shall set forth:
(a) the name of the corporation in the
				jurisdiction of organization;
(b) a
				corporate name that satisfies M.G.L. c. 156D, § 4.01 if the name of the
				corporation is unavailable for use in the commonwealth or the corporation
				desires to change its name;
(c) the
				jurisdiction of incorporation;
(d)
				the date the corporation was incorporated in the jurisdiction;
(e) whether the corporation was authorized to
				transact business in the Commonwealth;
(f) a statement that the domestication and
				conversion of the corporation was duly authorized as required by the laws of
				the jurisdiction in which the corporation was incorporated.
(g) All of the information required to be in
				the articles of organization by M.G.L. c. 156D, § 2.02(a) or permitted to
				be included in the articles of organization by M.G.L. c. 156D, §
				2.02(b);
(h) the supplemental
				information required by
				950 CMR 113.00 to be
				included in the articles of organization; and
(i) the date and time the articles of
				domestication and conversion will be effective if the articles of domestication
				and conversion are to be effective at a later date and/or time, not more than
				90 days after the date and time of filing.
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 9 - DOMESTICATION AND CONVERSION › Section 113.29 - Articles of Entity Conversion of a Domestic Business Corporation to a Domestic Other Entity

Current through Register 1525, July 5, 2024
(1) A domestic
				business corporation may become a domestic other entity by filing articles of
				entity conversion with the Division.
(2) The articles of entity conversion consist
				of a form supplied by the Division or a document formatted in the same manner
				as the Division form. Articles of entity conversion shall set forth:
(a) the name of the corporation;
(b) the street address of its registered
				office;
(c) the name of the
				converted entity which shall be a name that satisfies the organic law of the
				surviving entity;
(d) the type of
				entity that the surviving entity will be;
(e) a statement that the plan of entity
				conversion was duly approved by the shareholders and if voting by any separate
				voting group was required, by each separate voting group in the manner required
				by M.G.L. c. 156D and the articles of organization;
(f) all of the information required to be set
				forth in the public organic document of the surviving entity; and
(g) the date and time the articles of entity
				conversion will be effective if the articles of entity conversion are to be
				effective at a later date and/or time, in accordance with the organic law of
				the surviving entity.
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 9 - DOMESTICATION AND CONVERSION › Section 113.30 - Articles of Entity Conversion of a Domestic Other Entity to a Domestic Business Corporation

Current through Register 1525, July 5, 2024
(1) A domestic other
				entity may convert to a domestic business corporation by filing articles of
				entity conversion with the Division.
(b) The articles of entity conversion consist
				of a form supplied by the Division or a document formatted in the same manner
				as the Division form. The articles of entity conversion shall set forth:
(a) the name of the other entity;
(b) the name to which the name of the other
				entity is to be changed, which shall satisfy M.G.L. c. 156D, §
				4.01;
(c) a statement that the plan
				of entity conversion was duly approved in accordance with the organic law of
				the other entity;
(d) all of the
				information required to be in the articles of organization by M.G.L. c. 156D,
				§ 2.02(a) or permitted by M.G.L. c. 156D, § 2.02(b);
(e) the supplemental information required by
				950 CMR 113.00 to be
				included in the articles of organization; and
(f) the date and time the articles of entity
				conversion will be effective if the articles of entity conversion are to be
				effective at a later date and/or time, not more than 90 days after the date and
				time of filing.
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 9 - DOMESTICATION AND CONVERSION › Section 113.31 - Articles of Entity Conversion of a Foreign Other Entity to a Domestic Business Corporation

Current through Register 1525, July 5, 2024
(1) A foreign other
				entity may convert to a domestic business corporation by filing articles of
				entity conversion with the Division.
(2) The articles of entity conversion consist
				of a form supplied by the Division or a document formatted in the same manner
				as the Division form. The articles of entity conversion shall set forth:
(a) the name of the other entity in the
				jurisdiction of organization;
(b)
				the name to which the name of the other entity is to be changed, which shall
				satisfy M.G.L. c. 156D, § 4.01;
(c) the jurisdiction of organization of the
				other entity;
(d) the date the
				other entity was organized in that jurisdiction;
(e) a statement that the conversion of the
				other entity was duly approved in the manner required by its organic
				law;
(f) all of the information
				required to be in the articles of organization by M.G.L. c. 156D, §
				2.02(a) or permitted by M.G.L. c. 156D, § 2.02(b);
(g) the supplemental information required by
				950 CMR 113.00 to be
				included in the articles of organization; and
(h) the date and time the articles of entity
				conversion will be effective if the articles of entity conversion are to be
				effective at a later date and/or time, not more than 90 days after the date and
				time of filing.
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 9 - DOMESTICATION AND CONVERSION › Section 113.32 - Articles of Charter Surrender upon Conversion to a Foreign Other Entity

Current through Register 1525, July 5, 2024
A domestic business corporation may convert to a foreign
				  other entity by filing articles of charter surrender with the Division.
The articles of charter surrender consist of a form supplied
				  by the Division or a document formatted in the same manner as the Division
				  form. The articles of charter surrender shall set forth:
(a) the name of the corporation;
(b) the street address of its registered
				office;
(c) that the articles of
				charter surrender are being filed in connection with a conversion to a foreign
				other entity;
(d) a statement that
				the conversion is permitted by the laws of the foreign jurisdiction;
(e) the type of entity;
(f) the corporation's new name and the
				jurisdiction under the laws of which the surviving entity will be
				organized;
(g) that the corporation
				appoints the secretary of state as its agent for service of process in any
				proceeding to enforce the rights of shareholders who exercise appraisal rights
				in connection with the conversion;
(h) a statement that the conversion was duly
				approved by the shareholders and if voting by any separate voting group was
				required by each voting group in the manner required by M.G.L. c. 156D and the
				articles of organization;
(i) the
				street address of its executive office immediately after the conversion if the
				surviving entity will be a non-filing entity; and
(j) the date and time the articles of charter
				surrender will be effective if the articles of charter surrender are to be
				effective at a later date and/or time, not more than 90 days after the date and
				time of filing.
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 9 - DOMESTICATION AND CONVERSION › Section 113.33 - Requirement to File Annual Report

Current through Register 1525, July 5, 2024
In order to file any document under Part 9 - Domestication
				  and Conversion, a corporation shall file all annual reports required to be
				  filed by it for the last ten fiscal years. If the corporation has not completed
				  its current year at the time of filing, it will be required to file an annual
				  report for the current fiscal year if more than six months have passed since
				  the close of its prior fiscal year or if the corporation has issued additional
				  shares during the partial fiscal year.
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 10 - AMENDMENT OF ARTICLES OF ORGANIZATION › Section 113.34 - Articles of Amendment

Current through Register 1525, July 5, 2024
(1) A corporation
				may amend articles I through VI of its articles of organization to add or
				change a provision that is required or permitted in the articles of
				organization or to delete a provision not required in the articles of
				organization. After an amendment has been adopted and approved in the manner
				required by M.G.L. c. 156D and
				950 CMR 113.00, the
				corporation shall deliver articles of amendment to the Division.
(2) The articles of amendment consist of a
				form supplied by the Division or a document formatted in the same manner as the
				Division form. The articles of amendment shall set forth:
(a) the name of the corporation;
(b) the location of the corporation's
				registered office;
(c) the
				number(s) of the article(s) being amended;
(d) the date the amendment was
				adopted;
(e) whether the amendment
				was adopted by:
1. the
				incorporators;
2. the board of
				directors without shareholder approval and shareholder approval was not
				required; or
3. by the board of
				directors and the shareholders in the manner required by M.G.L. c. 156D and the
				articles of organization;
(f) the text of the amendment;
(g) the provisions for implementing the
				action if the amendment authorizes an exchange, or effects a reclassification
				or cancellation, of issued shares, unless contained in the text of the
				amendment; and
(h) the date and
				time the articles will be effective if the articles of amendment are to be
				effective at a later date and/or time, not more than 90 days after the date and
				time of filing.
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 10 - AMENDMENT OF ARTICLES OF ORGANIZATION › Section 113.35 - Restated Articles of Organization

Current through Register 1525, July 5, 2024
(1) A
				corporation may restate its articles of organization.
(2) The restated articles of organization
				consist of a form supplied by the Division or a document formatted in the same
				manner as the Division form. The restated articles shall set forth:
(a) the name of the corporation;
(b) the street address of the corporation's
				registered office;
(c) the date the
				restated articles of organization were adopted;
(d) whether the restated articles were
				adopted by the directors without shareholder approval and shareholder approval
				was not required, or whether the restated articles were approved by the board
				of directors and the shareholders in the manner required by M.G.L. c. 156D and
				the articles of organization;
(e)
				all of the information required to be in the original articles of organization
				except that the supplemental information provided in for Article VIII of the
				articles of organization is not required;
(f) a certification that the restated
				articles of organization consolidate all amendments into a single
				document;
(g) the number(s) of the
				article(s) being amended; and
(h)
				the date and time the restated articles will be effective if the restated
				articles are to be effective at a later date and/or time, not more than 90 days
				after the date and time of filing.
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 11 - MERGER AND SHARE EXCHANGE › Section 113.36 - Articles of Merger - Domestic Entities

Current through Register 1525, July 5, 2024
(1)
				One or more domestic corporations may merge with one or more domestic
				corporations or other entities by filing articles of merger with the
				Division.
(2) The articles of
				merger consist of a form supplied by the Division or a document formatted in
				the same manner as the Division form. The articles of merger shall set forth:
(a) the name of each domestic corporation or
				other entity involved in the merger.
(b) the name of the surviving entity which
				may, but need not, be one of the constituent entities;
(c) the date and time the merger will be
				effective if the articles of merger are to be effective at a later date and/or
				time not more than 90 days from the date of filing;
(d) a statement that the plan of merger was
				duly approved by the shareholders and, if voting by any separate voting group
				was required, by each separate voting group, in the manner required by M.G.L.
				c. 156D and the articles of organization, or a statement that approval of the
				shareholders was not required.
(e)
				that the participation of each other entity was duly authorized by the law
				under which the other entity is organized or by which it is governed and by its
				articles of organization or other organizational documents;
(f) any amendment to articles of organization
				of the surviving entity, if such entity is a domestic business
				corporation;
(g) the articles of
				organization of the new domestic business corporation and including all
				supplemental information required by
				950 CMR 113.00.
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 11 - MERGER AND SHARE EXCHANGE › Section 113.37 - Articles of Merger Involving a Foreign Corporation or Foreign Other Entity

Current through Register 1525, July 5, 2024
(1) One or more domestic corporations and one
				or more other entities may merge with one or more foreign corporations or
				foreign other entities by filing articles of merger with the
				Division.
(2) The articles of
				merger consist of a form supplied by the Division or a document formatted in
				the same manner as the Division form. The articles of merger shall set forth:
(a) the name of each party to the
				merger;
(b) the jurisdiction and
				date of organization of each foreign corporation and foreign other entity that
				is a party to the merger and the date of organization;
(c) whether the foreign corporation or other
				entity is qualified to do business in the commonwealth;
(d) the name of the surviving entity, which
				may but need not be one of the constituent entities;
(e) the jurisdiction under the laws of which
				the surviving entity will be organized;
(f) the date and time the articles of merger
				will be effective if the articles of merger are to be effective at a later date
				and/or time, not more than 90 days after the date and time of filing.
(g) for each domestic corporation that is a
				party to the merger, if the merger required approval by the shareholders, a
				statement that the plan was duly approved by the shareholders and if voting by
				any separate voting group was required by each separate voting group in the
				manner required by M.G.L. c. 156D and the articles of organization.
(h) if the plan of merger did not require
				approval by the shareholders of a domestic corporation that was a party to this
				merger, a statement to that effect;
(i) that the participation of each other
				domestic entity foreign corporation or foreign other entity was duly authorized
				by the law under which the other entity or foreign corporation was organized
				and by its organization documents;
(j) any amendment to the articles of
				organization of the surviving entity, if the surviving entity is a domestic
				business corporation;
(k) the
				articles or organization of a new domestic business corporation including all
				supplemental information required by
				950 CMR 113.00;
(l) the executive office of a foreign other
				entity if such information is not on the record of the foreign other entity and
				such foreign other entity is the survivor of the merger.