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 2 - INCORPORATION › Section 113.16 - Articles of Organizaion

Current through Register 1525, July 5, 2024
(1) The existence
				of a corporation begins when its articles of organization become
				effective.
(2) The articles of
				organization consist of a form supplied by the Division or a document formatted
				in the same manner as the Division form which when filed with the Division with
				the proper fee becomes evidence of incorporation.
(3) The articles of organization must contain
				the following eight articles:
(a)
Article 1 - Corporate Name
. The articles of
				organization must set forth the exact name of the corporation. The name must
				include the word "corporation", "incorporated", "company" or "limited" or an
				abbreviation thereof, or words or abbreviations of like import in another
				language. The name need not be in English if it is written in English letters
				or Arabic or Roman numerals. It cannot contain language implying that it is
				organized for a purpose other than permitted by M.G.L. c. 156D or its articles
				of organization. The name cannot be the same as the name of another corporate
				or other entity lawfully conducting business in the commonwealth or so similar
				to the name of such a corporation or other entity as to be likely to be
				mistaken therefore, or a name reserved under M.G.L. c. 156D, § 4.02, or on
				or after September 1, 2004, a trademark or servicemark registered with the
				Division, except with the written consent of the other entity or a certified
				copy of the final judgment of a court of competent jurisdiction establishing
				the applicant's right to use the name in the commonwealth. A corporation may
				use the name of another entity without written consent if the corporation has
				merged with the other entity and the articles of merger are filed with the
				Division. A corporation may also use the name of an entity if it has been
				formed by the reorganization of the other entity or has acquired all or
				substantially all of the assets, including the name and marks of the other
				entity and provides the Division documentation to that effect.
(b)
Article II -
				Purpose
. Unless the articles of organization otherwise provide,
				all corporations formed pursuant to M.G.L. c. 156D have the purpose of engaging
				in any lawful business. There is no requirement to specify a particular
				purpose; if the incorporators wish to limit the purpose of the corporation, a
				more limited purpose may be specified.
(c)
Article III - Authorized
				Shares
. State the total number of shares the corporation is
				authorized to issue. All corporations must authorize stock. If only one class
				of stock is authorized, it is not necessary to specify any particular
				designation. M.G.L. c. 156D eliminates the concept of par value. However, a
				corporation may specify a par value in Article III. A reference to par value
				shall not by itself be deemed to be a specification of the minimum amount for
				which shares can be issued. In order to establish a minimum amount at which the
				shares can be issued, that amount must be stated explicitly in Article IV. If
				the corporation authorizes more than one class of stock, it must specify a
				distinguishing designation for each class.
(d)
Article IV - Preferences,
				Limitations and Rights of Any Class or Series
. Prior to the
				issuance of shares of any class or series, the articles of organization must
				set forth the preferences, limitations and relative rights of that class or
				series. The articles may also limit the type or specify the minimum amount of
				consideration for which shares of any class or series may be issued. If more
				than one class or series of shares are authorized, this Article must set forth
				the preferences, limitations and relative rights of each class or series, and
				if desired, the required type and minimum amount of consideration to be
				received.
(e)
Article V
				- Restrictions on Transfer
. State the restrictions, if any,
				imposed by the articles of organization upon the transfer of shares of stock.
				Restrictions on transfer may also be set forth in the by-laws or in an
				agreement. If there are no restrictions on transfer imposed by the articles of
				organization, this section may be left blank or state "None".
(f)
Article VI - Other Lawful
				Provisions
. Specify any provisions not inconsistent with law that
				the incorporators desire to include in the articles of organization. If there
				are no such provisions, this article may be left blank or state
				"None".
(g)
Article VII
				- Effective Date
. Unless otherwise provided in the articles of
				organization, the effective date of organization of the corporation is the date
				and the time the articles were received for filing unless the articles are
				rejected within the time prescribed by law and
				950 CMR 113.00. If a later
				date or time is desired, specify such date and/or time, which may not be later
				than the 90th day after the day the articles are
				received for filing. If a delayed effective date but no time is specified, the
				articles of organization will be effective at the close of business on that
				date.
(h)
Article VIII
				- Supplemental Information
. The articles of organization must
				include the following supplemental information in the order provided in 950 CMR
				113.16(3)(h)1. through 7.:
1. the street
				address of the initial registered office of the corporation in the
				commonwealth, a post office box is not a sufficient address.
2. the name of its initial registered agent
				at its registered office. All corporations must have a registered agent. The
				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 and whose business address is
				also the registered office of the corporation;
3. the names and addresses of the individuals
				who will serve as the initial president, treasurer, secretary and directors of
				the corporation. An individual may simultaneously hold more than one office in
				the corporation and may, in fact, hold all offices. The corporation may have
				other officers if appointed by the board of directors or described in its
				bylaws. Such officers need not be specified in the articles of organization. A
				corporation must have at least three directors if it has three or more
				shareholders, provided that if permitted by its articles of organization it may
				have as few as a single director regardless of the number of its shareholders.
				If the corporation has eliminated the board of directors in the manner provided
				in M.G.L. c. 156D, § 7.32, the articles of organization must specify the
				persons who will exercise the powers of the directors;
The address of the officers or directors may be either a home
				  or business street address. A post office box is not a sufficient address. An
				  address need not be specified if the business address of the officers and
				  directors is the same as the principal office location;
4. the fiscal year end of the
				corporation;
5. a brief description
				of the type of business in which the corporation intends to engage;
6. the street address of the corporation's
				principal office; and
7. the street
				address where the records of the corporation required to be kept in the
				commonwealth by M.G.L. c. 156D, § 16.01 are located.
The information in Article VIII is not considered a permanent
				  part of the articles.