reglab/statecodes huggingface dataset:
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 73.00 - Standards For The Awarding Of A Matching Grant Pursuant To The Massachusetts Preservation Projects Fund › Section 73.08 - Emergency Funds

Current through Register 1525, July 5, 2024
(1) The Secretary,
			 as Chairman of MHC, will set aside a separate pool of emergency funds of a
			 minimum of $200,000.00 for each grantcycle, to be distributed by the Secretary.
			 Any money not used in a given cycle will remain in the emergency fund, until
			 the last year of the grant cycle, at which time all funds must be
			 expended.
(2) The pool of funds
			 will be maintained for distribution by the Secretary to applicants seeking
			 money immediately to stabilize listed properties, or properties evaluated
			 eligible for listing, which are considered by the Secretary to be in imminent
			 danger. Money will not be released from the emergency fund for properties which
			 are partially destroyed through fault of the owner, because of improper
			 maintenance of the property.
(3)
			 Applicants must demonstrate the ability to match the grant award within three
			 years of receipt of the emergency grant.
(4) When the total amount of emergency funds
			 has been expended in a grant cycle, the Secretary in his/her discretion may
			 utilize funds available in the next grant cycle.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 101.00 - Adjudicatory Proceedings: Corporations Division › Section 101.02 - Pleadings

Current through Register 1525, July 5, 2024
(1)
Initial
			 Pleading.
(a) An initial
			 pleading, as used herein, shall refer to any paper or document by which an
			 adjudicatory proceeding may be commenced. Such papers or documents shall
			 include but not be limited to applications, petitions, charges, complaints,
			 protests and appeals.
(b) Every
			 initial pleading, as far as possible, shall contain the following:
1. A title which indicates either the nature
			 of the proceedings or the parties involved therein.
2. The complete name and address of the party
			 filing the pleading.
3. The name of
			 the Division to which the pleading is directed.
4. The name and address of all other
			 parties.
5. A clear and concise
			 statement of the facts upon which the pleading is maintained.
6. A prayer setting forth the relief
			 sought.
7. If the party filing the
			 pleading is represented by counsel, the name and address of the
			 attorney.
(c) The
			 Division may print or otherwise duplicate forms to be filled out and used as
			 initial pleadings. When such forms are available the Division may require their
			 use.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 101.00 - Adjudicatory Proceedings: Corporations Division › Section 101.03 - Service

Current through Register 1525, July 5, 2024
(1)
By the Division
.
			 Service of complaints, orders, decisions, pleadings, motions, processes, and
			 other documents of the Division shall be by First Class mail.
(2)
On the Division
.
			 For the purpose of proceedings under 950 CMR 101.03 only, service upon the
			 Division may be effected by filing the paper or papers with the Director or any
			 attorney employed by the Division.
(3)
Parties and Other
			 Persons
. All papers, including but not limited to, applications,
			 notices, pleadings, petitions, motions, briefs, memoranda and other documents,
			 filed by any party or other person with the Division or a hearing examiner
			 shall be served by personal delivery or by registered mail upon all parties to
			 the proceedings. Proof of service shall accompany all papers when filed or
			 shall be filed within ten days thereafter.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 101.00 - Adjudicatory Proceedings: Corporations Division › Section 101.04 - Parties

Current through Register 1525, July 5, 2024
(1)
Substitution of
			 Parties
. The Division may, on motion, at any time in the course of
			 any proceeding, permit such substitution of parties as justice or convenience
			 may require.
(2)
Intervention
. Any party not initially joined in the
			 action or proceeding shall be permitted to intervene. In the discretion of the
			 Division, any person not a party may be permitted to intervene in any action or
			 proceeding. A person or party desiring to intervene shall file a motion which
			 shall state therein the grounds for intervention.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 101.00 - Adjudicatory Proceedings: Corporations Division › Section 101.05 - Evidence

Current through Register 1525, July 5, 2024
(1)
Rules of
			 Evidence
. The Division, as provided in M.G.L. c. 30A, § 11,
			 need not observe the rules of evidence observed by courts, but shall observe
			 the rules of privilege recognized by law. Evidence may be admitted and given
			 probative effect only if it is the kind of evidence on which reasonable persons
			 are accustomed to rely in the conduct of serious affairs.
(2)
Matters for Official
			 Notice.
(a) Official notice may
			 be taken of such matters as might be judicially noticed by the courts of the
			 United States or of this Commonwealth and in addition, the Division may take
			 notice of general, technical, or scientific facts within its specialized
			 knowledge; provided, that any party shall on timely request be afforded an
			 opportunity to contest the matters of which official notice is to be
			 taken.
(b) Official notice in any
			 Division proceeding also may be taken of any fact alleged, presented, or found
			 in any other Division proceeding or of the status and disposition of such
			 proceeding; provided that the parties shall be afforded an opportunity to
			 contest the matters of which official notice is to be taken.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 101.00 - Adjudicatory Proceedings: Corporations Division › Section 101.06 - Stipulations

Current through Register 1525, July 5, 2024
In the discretion of the Division, the parties may, by
				stipulation in writing filed with the Division at any stage of the proceeding,
				or orally made at the hearing, agree upon any pertinent facts in the
				proceeding. In making its findings, the Division need not be bound by any such
				stipulation.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 101.00 - Adjudicatory Proceedings: Corporations Division › Section 101.07 - Hearing Procedures

Current through Register 1525, July 5, 2024
(1)
Notice of Hearing
. The Division shall notify all
			 parties and intervenors of a scheduled hearing in any pending matter. Such
			 notification shall include, but need not be limited to, the time, date, place
			 and nature of the hearing and shall be served at least seven days prior to the
			 hearing on all parties or others according to
			 950 CMR 101.03.
(2)
Hearing.
(a)
Presiding
			 Officer
. Unless the statute shall otherwise specify, the hearing
			 shall be conducted by a duly appointed hearing officer, the Director of the
			 Division, or a member of the Division appointed by the Director to conduct the
			 hearing.
(b)
Sworn
			 Testimony
. All testimony given at a Division hearing shall be
			 under oath administered by the presiding officer.
(c)
Order of
			 Presentation
. The moving or complaining party shall present his
			 evidence or testimony first. Where there is more than one moving or complaining
			 party the order of presentation shall be in the discretion of the Division.
			 After all evidence and testimony of the complaining or moving parties have been
			 received, all other parties shall be allowed to present their evidence or
			 testimony. All parties, other than the party introducing the testimony, shall
			 be allowed to cross-examine any witness immediately after his testimony has
			 been received.
(d)
Conduct
. All parties, counsel, witnesses, and other
			 persons present at a hearing shall conduct themselves in a manner consistent
			 with the standards of decorum commonly observed in the courts of this
			 Commonwealth. Where such decorum is not observed, the Division may take such
			 action as it deems appropriate.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 101.00 - Adjudicatory Proceedings: Corporations Division › Section 101.08 - Consolidation; Continuances; Satisfaction of Complaint

Current through Register 1525, July 5, 2024
(1)
Consolidation
.
			 The Division upon its own motion, or upon motion by a party or other person
			 joined in the proceeding, may order proceedings involving a common question of
			 law or fact to be consolidated for hearing on any or all of the matters in
			 issue in such proceedings.
(2)
Continuances
. The Division may, for good cause shown,
			 grant a postponement or a continuance of proceedings.
(3)
Satisfaction of
			 Complaint
. In any proceeding in which a party is charged with the
			 commission of an act contrary to law, the proceeding shall not be discontinued
			 except with the consent of the party charged.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 101.00 - Adjudicatory Proceedings: Corporations Division › Section 101.09 - Motion to Dismiss

Current through Register 1525, July 5, 2024
(1)
General Grounds
. Any party may move to dismiss for
			 failure of any other party to prosecute or to comply with these rules or with
			 any order of the Division or Hearing Officer. Upon completion by the initiating
			 party of the presentation of evidence, the responding party may move to dismiss
			 on the grounds that, upon the facts and/or the law, the initiating party has
			 not sustained its case. The Division or hearing officer may act upon the motion
			 then, or may wait until the close of evidence. The granting of such motion
			 shall be considered a decision.
(2)
Failure to Prosecute
. When the record discloses the
			 failure of the Petitioner to file documents required by these rules, respond to
			 notices or correspondence, comply with orders or otherwise indicates an
			 intention not to continue the prosecution of the hearing, the Division Hearing
			 Officer may issue an order requiring that Petitioner show cause why the hearing
			 should not be dismissed for lack of prosecution. If the petitioner shall fail
			 to show cause, the petition may be dismissed with prejudice.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 101.00 - Adjudicatory Proceedings: Corporations Division › Section 101.10 - Briefs and Post-Hearing Procedure

Current through Register 1525, July 5, 2024
(1)
Briefs
. Briefs may be filed by a party or any
			 interested person either before or during the course of a hearing, or within
			 such time thereafter as the Division shall designate. Failure to file a brief
			 shall in no way prejudice the rights of any party.
(2)
Filing of Documents
			 Subsequent to Hearing
. The Division may, for good cause shown,
			 allow the parties to file evidentiary documents of any kind, or exhibits, at a
			 time subsequent to the completion of the hearing, such time to be determined by
			 the Division. If a request for such sub sequent filing is granted, the
			 requesting party shall, on or before the date set for filing, send copies of
			 all documents or exhibits which are the subject of the request to all other
			 parties. If such requirement for copies is impracticable, the Division may
			 suspend the above provision; in such cases, the Division shall allow reasonable
			 inspection of the original by all parties.
(3)
Reopening
			 Hearings
. A party may, at any time prior to the rendering of a
			 decision by the Division, move that the hearing be reopened for the purpose of
			 receiving new evidence. Such motions shall be filed in accordance with the
			 provisions of
			 950 CMR 101.03 and shall
			 be granted only for good cause shown. The Division shall notify all parties of
			 its action upon the motion. Notwithstanding the above, the Division may, at any
			 time prior to the rendering of a decision, reopen the hearing on its own
			 motion. In case of such reopening on motion of the Division, the parties shall
			 be notified, and the hearing shall be convened not less than five days after
			 the sending of such notice.
(4)
Rehearing
. Any party may file a motion for rehearing,
			 reargument, or reconsideration within 30 days after a receipt of a final
			 decision of the Division. Such motion shall be filed in accordance with
			 950 CMR 101.03 and in
			 addition, shall include a statement of all matters alleged to have been
			 erroneously decided and if applicable, a statement as to any newly discovered
			 matters or circumstances that have arisen subsequent to the final decision. The
			 filing of said motion shall not operate as a stay of execution unless so
			 ordered by the Division.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 101.00 - Adjudicatory Proceedings: Corporations Division › Section 101.11 - Decision

Current through Register 1525, July 5, 2024
The final decision of the Division shall be accompanied by a
				statement of reasons for the decision, including determination of each issue of
				fact or law necessary to the decision. Parties to the proceeding shall be
				notified by mail of the decision and shall be apprised of their rights to
				review or appeal the decision and of the time limits for doing so. A copy of
				the decision and statement of reasons shall be mailed to each party or their
				counsel.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 101.00 - Adjudicatory Proceedings: Corporations Division › Section 101.12 - Appeal Provisions

Current through Register 1525, July 5, 2024
Appeals from administrative tribunals are dealt with generally
				in M.G.L. c. 30A, § 14 and c. 156B § 11 giving jurisdiction in the
				Supreme Judicial Court and the Superior Court in equity to aggrieved
				persons.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 102.00 - Corporations Division: Introduction

Current through Register 1525, July 5, 2024
The following "Rules and Regulations of the Corporations
			 Division" are meant to fulfill a twofold purpose:
(a) to serve as a type of manual for use by
		  employees of the Division to facilitate uniform practice and procedure
		  throughout the Division; and
(b) to
		  serve as an aid to the general public in their dealings with the Division by
		  opening up the details of the filing processes and illuminating the practices
		  and procedures followed by the Division.
Statutes are referred to throughout these Rules and where such
			 statutory language is used or paraphrased it is done only to illustrate a
			 matter of Division policy, or to stress a requirement of particular importance
			 to the Division and to the public. However, in order to avoid repetitious
			 references, the General Laws are not cited in each and every instance where a
			 statute may be relevant.
950 CMR 102.00 does not take the place of any
			 relevant statutes and in all cases of possible conflict the statutes take
			 priority over any Rules promulgated by the Division.
950 CMR 102.00 establishes guidelines and requirements for the
			 practice and procedure of the Division and documents filed in conformity with
			 950 CMR 102.00 shall be routinely accepted. However, the Division does
			 recognize that occasionally consideration may be necessary to accommodate
			 special circumstances. The Director of the Division may exercise limited
			 discretion in such cases, subject to any provisions of the
			 M.G.L.
REGULATORY AUTHORITY
950 CMR 102.000: M.G.L c. 30A, § 3.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 103.00 - General Provisions › Section 103.01 - Administration

Current through Register 1525, July 5, 2024
950 CMR
				103.00 describes the practices and procedures followed
				by the Corporations Division in the Office of the Secretary of the
				Commonwealth. The Corporations Division which is under the supervision of the
				Secretary of the Commonwealth administers the provisions of the M.G.L.
				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 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 General Laws.
From time to time the Director may authorize exceptions to
				these Rules with respect to any specific requirement provided that such
				exceptions are in conformity with the provisions of the M.G.L.. These Rules and
				Regulations supersede any administrative orders or rules and regulations
				governing the matters contained herein issued by the Corporations Division in
				the past, with the sole exception of
				950 CMR 101.00 ("Rules for
				Adjudicatory Proceedings Conducted by the Corporations Division") which shall
				coexist with these Rules and continue to regulate the procedure relative to
				hearings held by and before the Corporations Division.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 103.00 - General Provisions › Section 103.02 - General Definitions

Current through Register 1525, July 5, 2024
For the purposes of 950 CMR 103.02, unless the context
				otherwise requires, the following terms shall have the meanings
				indicated:
Annual Report
means the report filed
				annually pursuant to M.G.L chs. 156A, 156B, 180, 181, or 182.
Commonwealth
means the Commonwealth of
				Massachusetts;
Director
means the Director of the
				Corporations Division;
Division
means the Corporations
				Division in the Office of the Secretary of the Commonwealth;
General Laws
means the General Laws of
				Massachusetts;
Person
means an individual,
				corporation, firm, partnership, society, association, trust, or other
				organization;
Rules
means the Rules and Regulations
				of the Corporations Division;
Secretary
means the Secretary of the
				Commonwealth;
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 103.00 - General Provisions › Section 103.03 - Address of the Division

Current through Register 1525, July 5, 2024
All communications, including applications and inquiries shall
				be addressed or delivered to:
Secretary of the Commonwealth, Corporations Division
One Ashburton Place, 17th Floor
Boston, Massachusetts 02108
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 103.00 - General Provisions › Section 103.04 - General Filing Requirements

Current through Register 1525, July 5, 2024
The Division supplies blank forms for most documents required
				to be filed with the Division. Where such forms are made available, the
				Division may require that documents be submitted on the official forms .
Any documents submitted to the Division, for which there are no
				blank forms available from the Division for completion, shall be submitted on
				standard size paper 8 ½ by 11 inches. Such documents shall be printed,
				lithographed, mimeographed, typewritten, or prepared by a similar process
				which, in the opinion of the Director, produces copies suitable for a permanent
				record. All forms and documents shall be clear, easily readable, on heavy stock
				paper and suitable for microfilming and repeated copying.
All applications and other documents received and filed with
				the Division become a part of its records and may not be returned to the
				applicant or correspondent.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 103.00 - General Provisions › Section 103.05 - Filing Dates

Current through Register 1525, July 5, 2024
In most instances, documents (with the exception of annual
				reports) received by the Division before 4:00 p.m. in proper order and
				accompanied by the appropriate fee will be filed on that date, unless a later
				effective date is specified. Documents received after 4:00 p.m. will not be
				filed until the following business day.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 103.00 - General Provisions › Section 103.06 - Computation of Time

Current through Register 1525, July 5, 2024
Computation of any period of time referred to in
				950 CMR
				103.00
et
.
seq
.
				shall begin with the first day following that on which the act which initiates
				such period of time occurs. When the last day of the period so computed is a
				day on which the offices of the Division are closed, the period shall run until
				the end of the following business day. When such period of time, with the
				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; otherwise such days shall be included in the
				computation.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 104.00 - Business corporations › Section 104.01 - Purpose

Current through Register 1525, July 5, 2024
950 CMR 104.00 implements the responsibilities of the Secretary
				of the Commonwealth under M.G.L. c. 156B, concerning certain business
				corporations.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 104.00 - Business corporations › Section 104.02 - Definitions

Current through Register 1525, July 5, 2024
For the purpose of 950 CMR 104.00 and the forms issued to
				implement it, unless the context otherwise indicates: "corporations" means all
				corporations established, organized, or chartered under the General Laws of the
				Commonwealth having capital stock whether established before or after October
				1, 1965 for the purpose of carrying on business for profit with the following
				exceptions:
(a) corporations established by any special acts of
				incorporation enacted before March 11, 1831 and not subject to amendment,
				alteration or repeal by the general court if application of M.G.L. c. 156B
				would be inconsistent with provisions still in force of any special act of
				incorporation;
(b) corporations organized for the purpose of carrying on the
				business of a bank, savings bank, cooperative bank, trust company, credit
				union, surety or indemnity company, or safe deposit company, or for the purpose
				of carrying on within the Commonwealth the business of an insurance company,
				railroad, electric railroad, street railway or trolley motor company, telegraph
				or telephone company, gas or electric light, heat or power company, canal,
				aqueduct or water company, cemetery or crematory company, and any other
				corporations which on October 1, 1965 have or may thereafter have the right to
				take land within the Commonwealth by eminent domain or to exercise franchises
				in public ways granted by the Commonwealth or by any county, city, or town and
				corporations subject to M.G.L. chs. 157 and 157A.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 104.00 - Business corporations › Section 104.03 - Articles of Organization

Current through Register 1525, July 5, 2024
The existence of a corporation begins when the Articles of
				Organization become effective. The Articles of Organization consist of a form
				provided by the Division which, when properly completed and filed with the
				Division with the proper fee become evidence of incorporation.
(1) The clerks of the Division in their
			 examination of the Articles of Organization have been directed to check for the
			 following information:
(a) That the
			 incorporator(s) associate themselves with the intention of forming a
			 corporation. The names and post office address of each incorporator must be
			 included. If a corporation is an incorporator, state the jurisdiction of
			 organization and the post office address of the corporation. An officer of the
			 corporation must sign the Articles;
(b) The exact name of the corporation. The
			 name must include the word "Incorporated", "Corporation" or "Limited" either
			 abbreviated or spelled in full. It cannot be the same name or one so similar as
			 likely to be mistaken for the name or trade name of another domestic or foreign
			 corporation, person, firm, or association carrying on business in the
			 Commonwealth at the present time or within three years prior thereto, except
			 with the written consent of said corporation, firm, association or persons
			 previously filed with the Division. A written consent must bear the original
			 signature of the consenting party. A consent issued by a corporation must be
			 signed by an officer of the corporation;
(c) The purposes for which the corporation is
			 formed. The Articles must include at least one specific purpose;
(d) The total number of shares and the par
			 value, if any, of each class of stock which the corporation is authorized to
			 issue;
(e) If more than one class
			 of stock is authorized, a distinguishing designation for each class and, prior
			 to the issuance of any shares of a class, if shares of any other class are
			 outstanding, a description of the preferences, voting powers, qualifications,
			 special or relative rights or privileges as to each class thereof and any
			 series then established;
(f) The
			 street address of the initial principal office of the corporation in the
			 Commonwealth;
(g) The name,
			 residence, and post office address of each of the initial directors and the
			 president, treasurer, and clerk of the corporation;
(h) The date of the fiscal year of the
			 corporation initially adopted;
(i)
			 The name and business address of the resident agent, if any, of the
			 corporation.
In accordance with M.G.L. c. 156B, § 13, the information
				listed in 950 CMR 104.03(1)(f) through 104.03(1)(i) shall not for any purpose
				be treated as a permanent part of the Articles of Organization. For information
				relative to changes in that part of the Articles, see
				950 CMR
				104.08.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 104.00 - Business corporations › Section 104.04 - Corporation As Partner

Current through Register 1525, July 5, 2024
A corporation may be a partner in any business enterprise which
				the corporation would have power to conduct by itself, provided that power is
				clearly stated in Item 6 of the Articles of Organization, pursuant to M.G.L. c.
				156B, § 9A and
				950 CMR
				104.03(2)(b). If such
				authority is not stated in the Articles of Organization and at a later date the
				corporation should desire to become a partner as described above then an
				amendment would have to be filed in accordance with
				950 CMR
				104.09.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 104.00 - Business corporations › Section 104.05 - Reservation of Name

Current through Register 1525, July 5, 2024
The determination that a name is available for use in the
				Commonwealth is the responsibility of the filing party. The division will
				assist by checking its database relative to corporations only.
If the name of a corporation is available for use under the
				laws of the Commonwealth, it 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 $15.00 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 $15.00 fee. If the
				reserving party wishes to reserve the same name for a third or subsequent time,
				one business day must lapse between the expiration of the second reservation
				and the beginning of the third.
If the reserving party files Articles of Organization during
				the reservation period, he/she must submit the name reservation receipt to the
				clerk at the time the Articles are presented.
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 104.00 - Business corporations › Section 104.06 - 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 corporation, all the parties involved have a right to a
				hearing before the Division pursuant to M.G.L. c. 156B, § 11. The protest
				must be in writing and must be filed with the Division within 30 days after the
				date when the Articles of Organization or articles of amendment effecting a
				change of name of any corporation has been filed with the Division. The
				regulations governing the hearing procedures followed by the Division have been
				established by the "Rules for Adjudicatory Proceedings Conducted by the
				Corporations Division." These said Rules are available from the Division upon
				request and payment of a fee.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 104.00 - Business corporations › Section 104.07 - Resident Agent

Current through Register 1525, July 5, 2024
(1) The clerk of
			 the corporation shall be a resident of the Commonwealth unless the corporation
			 appoints a resident agent. Any corporation may by vote of its directors appoint
			 a resident agent as its true and lawful attorney upon whom all lawful process
			 may be served. Such resident shall be one of the following:
(a) Individual who has residence and business
			 address in the Commonwealth;
(b)
			 Corporation organized under the laws of the Commonwealth;
(c) Corporation organized under the laws of
			 another State which has complied with M.G.L. c. 181, § 4, and has an
			 office in the Commonwealth.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 104.00 - Business corporations › Section 104.08 - Changes in Articles of Organization Not Requiring Amendment

Current through Register 1525, July 5, 2024
Changes in that part of the Articles of Organization not
				treated as permanent part of the said Articles, as set out in
				950 CMR 104.03(1)(f)
				 through
				104.03(1)(i),
				do not require the filing of an amendment pursuant to
				950 CMR
				104.09. The Division only requires the filing
				of a simple form supplied to effect any one of the following changes:
(1)
Change of Principal
			 Office
(M.G.L. c. 156B, § 14) - certificate specifying new
			 street address and signed under penalties of perjury by the clerk or an
			 assistant clerk shall be filed with the Division. No such change is effective
			 until the certificate of change or an annual report specifying the new street
			 address has been filed.
(2)
Change of Officers or Directors
(M.G.L. c. 156B,
			 § 53) - certificate specifying new officers or directors and signed under
			 penalties of perjury by the clerk or an assistant clerk shall be filed
			 forthwith with the Division. If a corporation fails or refuses to file such a
			 certificate within 30 days of the change then any officer or director or the
			 personal representative of any deceased officer or director involved may file
			 the certificate.
(3)
Change in the Date of the Fiscal Year
(M.G.L. c. 156B,
			 § 38) - certificate specifying such change signed under penalties of
			 perjury by the clerk or an assistant clerk shall be filed with the Division
			 following any change in the fiscal year previously adopted.
(4)
Change in Business Address of
			 Resident Agent
(M.G.L. c. 156B, § 49) - certificate
			 specifying new address of resident agent and signed under penalties of perjury
			 by such resident agent shall be filed with the Division within five days of
			 such change.
There is no filing fee for any of the above referenced
				changes.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 104.00 - Business corporations › Section 104.09 - Amendments of Articles of Organization

Current through Register 1525, July 5, 2024
(1)
			 The amendments provided below may be authorized at a meeting duly called for
			 the purpose by a majority of each class of stock outstanding and entitled to
			 vote thereon unless such change would impair or diminish the preferences,
			 voting powers, restrictions (including restrictions on transfer),
			 qualifications special or relative rights or privileges of any outstanding
			 shares.
(a) An increase or a reduction of its
			 capital stock of any class then authorized;
(b) A change of the par value of its
			 authorized shares with par value or any class thereof;
(c) A change of its authorized shares with
			 par value or any class thereof into any number of shares without par value, or
			 the exchange thereof pro rata for any number of shares without par
			 value;
(d) A change of its
			 authorized shares without par value or any class thereof into a greater or
			 lesser number of shares without par value, or the exchange thereof pro rata for
			 a greater or lesser number of shares without par value;
(e) A change of its authorized shares with
			 par value or any class thereof into a greater or lesser number of shares with
			 par value, or the exchange thereof pro rata for a greater or lesser number of
			 shares with par value;
(f) A change
			 of its authorized shares without par value or any class thereof into any number
			 of shares with par value, or the exchange thereof pro rata for any number of
			 shares with par value; and
(g) A
			 change of its corporate name.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 104.00 - Business corporations › Section 104.10 - Amendment on Reorganization

Current through Register 1525, July 5, 2024
The Division shall follow any court order issued pursuant to
				M.G.L. c. 156B, § 73, relating to an amendment on reorganization of a
				corporation. The articles of amendment shall be filed with the Division and
				signed under penalties of perjury by the person or persons authorized by the
				court.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 104.00 - Business corporations › Section 104.11 - Restatement of Articles of Organization

Current through Register 1525, July 5, 2024
A corporation may authorize a restatement of its articles of
				organization by majority vote of each class of stock outstanding and entitled
				to vote thereon, or by vote of the directors if such articles merely restate
				but do not amend the articles of organization. If the restated articles include
				amendments to the articles of organization such articles must be adopted in
				accordance with M.G.L. c. 156B, §§ 70 and 71 and
				950 CMR
				104.09. The restated articles shall set forth
				the same information as in the original articles, other than the names and
				addresses of the incorporators. The restated articles shall specifically
				indicate any amendments effected. They shall be signed under penalties of
				perjury by the president or vice-president and by the clerk or assistant
				clerk.
The restated articles shall supersede the original articles for
				all purposes from and after the effective date of the restatement and shall
				thereafter constitute the Articles of Organization of the
				corporation.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 104.00 - Business corporations › Section 104.12 - Domestic Corporations - Consolidation and Merger

Current through Register 1525, July 5, 2024
(1) Two or more corporations organized under
			 the General Laws of the Commonwealth may consolidate to form a new corporation
			 or merge into a single corporation which may be any one of the constituent
			 corporations pursuant to M.G.L. c. 156B, § 78.
The Articles of Consolidation or Merger shall set forth:
(a) the due adoption of an agreement of
			 consolidation or merger in accordance with M.G.L. c. 156B, §§ 78(b)
			 and (c);
(b) the exact names of the
			 constituent corporations and the exact name of the resulting or surviving
			 corporation;
(c) the effective date
			 of the consolidation or merger which may be the date of filing the articles of
			 consolidation or merger with the Division or any specified date not more than
			 30 days after the day of filing;
(d) that the resulting or surviving
			 corporation will furnish a copy of the agreement of consolidation or merger to
			 any of its stockholders or to any person who was a stockholder of any
			 constituent corporation upon request and without charge;
(e) in the case of a merger, any amendments
			 to the articles of organization of the surviving corporation; and
(f) in the case of a consolidation
1. the purposes of the resulting
			 corporation;
2. the total number of
			 shares and the par value, if any, of each class of stock which the corporation
			 is authorized to issue;
3. if more
			 than one class of stock is to be authorized, a description of each class with
			 the preferences, voting powers, qualifications, special or relative rights or
			 privileges as to each class and any series thereof then established;
4. such other provisions as may have been
			 included in the Articles of Organization pursuant to M.G.L. c. 156B, § 13
			 and are contained in the agreement of consolidation.
In addition, the articles of consolidation or merger will
				contain the following information which shall not for any purpose be treated as
				a permanent part of the articles of organization of the resulting or surviving
				corporation:
(g)
			 the street address of the principal office of the resulting or surviving
			 corporation in the Commonwealth;
(h) the name, residence, and post office
			 address of each of the directors and president, treasurer, and clerk of the
			 resulting or surviving corporation;
(i) the fiscal year of the resulting or
			 surviving corporation.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 104.00 - Business corporations › Section 104.13 - Domestic and Foreign Corporation - Consolidation and Merger

Current through Register 1525, July 5, 2024
Under the terms of M.G.L. c. 156B, § 79, one or more
				corporations organized under the General Laws of the Commonwealth may
				consolidate or merge with one or more corporations organized under the laws of
				any other state or states of the United States, if the laws of such other state
				or states permit. The constituent corporations may consolidate to form a new
				corporation, which may be a corporation of the state under the laws of which
				any one of the constituent corporations is organized, or they may merge into a
				single corporation which may be any one of the constituent corporations.
If a foreign corporation is the resulting or surviving
				corporation after the consolidation or merger then the Agreement of
				Consolidation of Merger shall comply with the applicable provisions of the laws
				of such other state. Under the terms of M.G.L. c. 156B, § 79, such a
				resulting or surviving foreign corporation shall assume the legal liabilities
				of the constituent corporations and shall agree to comply with the provisions
				of M.G.L. c. 181 most notably in respect to service of process.
If a corporation organized under the General Laws of the
				Commonwealth is the resulting or surviving corporation then all the substantive
				and filing requirements relative to the Agreement of Consolidation or Merger
				must be in compliance with M.G.L. c. 156B, § 78, and
				950 CMR
				104.12.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 104.00 - Business corporations › Section 104.14 - Merger of Subsidiary into Parent Corporation

Current through Register 1525, July 5, 2024
Pursuant to M.G.L. c. 156B, § 82, a parent corporation may
				merge a subsidiary corporation or corporations into itself by vote of its
				directors if the parent corporation owns at least 90% of the outstanding shares
				of each class of stock of the subsidiary corporation(s). The parent corporation
				may be organized under the laws of the Commonwealth or under the laws of any
				other state of the United States if such other laws permit.
Articles of Merger shall be submitted to the Division and shall
				include the vote of the directors of the parent corporation and clearly state
				the effective date of the merger. If the parent corporation is organized under
				the laws of another state then the Articles of Merger shall also include an
				agreement by such corporation to assume the legal liabilities of any
				corporation organized under the General Laws of the Commonwealth with which it
				has merged, and to comply with the provisions of M.G.L. c. 181 most notably in
				respect to service of process. The Articles of Merger shall be signed under
				penalties of perjury by the president or a vice president and the clerk or an
				assistant clerk of the parent corporation or in the case of a parent
				corporation organized under the laws of another state by officers having
				corresponding powers and duties pursuant to M.G.L. c. 156B, §
				82(b).
A parent corporation may not be merged into a subsidiary
				corporation under M.G.L. c. 156B, § 82. This so-called "downstream merger"
				must be effected in accordance with the provisions of M.G.L. c. 156B,
				§§ 78 or 79.
Under M.G.L. c. 156B, § 82, the only corporate action
				required is the vote of directors of the parent corporation. Thus, no
				amendments may be made to the articles of organization. Neither stockholder
				action nor director action of the subsidiary is required.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 104.00 - Business corporations › Section 104.15 - Merger of Association or Trust into Corporation

Current through Register 1525, July 5, 2024
Under the terms of M.G.L. c. 156B, § 83, in order to merge
				an association or trust into a corporation organized under the General Laws of
				the Commonwealth, either the association or trust must own at least 90% of the
				outstanding shares of each class of stock of the corporation or the corporation
				must own at least 90% of each class of the outstanding certificates of
				participation or shares of the association or trust. The declaration of trust
				must be filed with the state secretary and must specifically state that the
				association or trust has the ability to merge into a corporation.
Articles of Merger shall be submitted to the Division and shall
				state the name of the association or trust and the corporation, the effective
				date of the merger, that the corporation will furnish a copy of the agreement
				of merger to any stockholder of the corporation or any person who was an owner
				of a certificate of participation or shares of the association or trust upon
				written request and without charge, and be signed under penalties of perjury by
				the president or a vice president and the clerk or an assistant clerk of the
				corporation and by the persons authorized to execute such a merger for the
				association or trust. The merger shall become effective upon the proper filing
				of the Articles of Merger. However, a later date of not more than 30 days after
				filing may be allowed in accordance with M.G.L. c. 156B, § 83. Only one
				association or trust may be merged in one Articles of Merger.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 104.00 - Business corporations › Section 104.16 - Voluntary Dissolution of Corporation

Current through Register 1525, July 5, 2024
The following is the procedure which shall be used to
				voluntarily dissolve a corporation in accordance with M.G.L. c. 156B, §
				100:
(1) Dissolution may be
			 authorized:
(a) by two thirds vote of each
			 class of stock outstanding and entitled to vote; or
(b) by compliance with provisions of its
			 Articles of Organization;
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 104.00 - Business corporations › Section 104.17 - Involuntary Dissolution of Corporation

Current through Register 1525, July 5, 2024
If a corporation has failed to comply with the provisions of
				the General Laws requiring the filing of annual reports with the Division or
				tax returns with the Commissioner of Revenue or the payment of any taxes under
				M.G.L. c. 62C for two or more consecutive years, or if the Director is
				satisfied that a corporation has become inactive and that its dissolution would
				be in the public interest, the Division may dissolve the corporation.
The Division shall give the corporation at least 90 days notice
				of the proposed dissolution. The notice shall be sent to the corporation at the
				address of its principal office as shown in the records of the Division. The
				notice shall state that the corporation will be dissolved 90 days from the date
				of the notice, or at such later date as the director shall order, the reasons
				for the proposed dissolution, and that the corporation may, within 60 days of
				the notice, request a hearing to show cause why it should not be
				dissolved.
If a corporation does not request such a hearing, it shall be
				dissolved as of the date stated in the notice. If the corporation requests such
				a hearing and at or after the hearing there is a finding that there is cause
				for dissolution, the corporation shall be dissolved 30 days after the date
				notice of such finding is given to the corporation.
Notwithstanding the foregoing, a corporation shall not be
				dissolved if the reports that gave rise to the notice have been filed at least
				ten days before the effective date of dissolution, or, if the tax returns or
				tax payments that gave rise to the Secretary's notice have been filed, paid or
				provided for at least ten days before the effective date of dissolution and the
				division has received a certificate of good standing issued by the Commissioner
				of Revenue indicating the corporation is in good standing with respect to any
				and all returns and taxes payable to the Commissioner, or if the Director
				determines before the effective date of dissolution that the dissolution would
				not be in the public interest.