CHAPTER 156B CERTAIN BUSINESS CORPORATIONS - Massachusetts Statutes

State Codes and Statutes

Statutes > Massachusetts > PARTI > TITLEXXII > CHAPTER156B

Section 1 Short title
Section 2 Definitions; corporation; articles of organization
Section 3 Application of chapter
Section 4 Rights and liabilities of existing corporations, directors, officers and stockholders
Section 5 Adoption of chapter by certain corporations created by special act; liability for debts
Section 6 State secretary; duties
Section 6A Correction of inaccurate corporate records; filing
Section 7 Change of law; effect
Section 8 Voting by stockholders; effect of articles of organization or by-laws
Section 9 Corporate powers; exceptions
Section 9A Partnership
Section 9B Contracts of guarantee and suretyship
Section 10 Unauthorized exercise of franchise or privilege or transaction of business; injunction
Section 11 Name
Section 12 First meeting; by-laws; officers; consent to action; articles of organization
Section 13 Articles of organization; contents
Section 14 Change of principal office
Section 15 Limitation on stock holdings in certain other corporations
Section 16 Scope of by-laws
Section 17 Power to make, amend and repeal by-laws
Section 18 Consideration for issuance of stock
Section 19 Payment for stock; cash or instalments; record; transfer
Section 20 Pre-emptive rights
Section 21 Unissued shares; authority to issue; consideration
Section 21A Reacquired shares; restoration to unissued share status
Section 22 Terms of payment; demand; notice of payment due
Section 23 Stockholders’ liability for issued stock
Section 24 Default of subscriber; sale; deficiency or surplus; action; forfeiture
Section 25 Default in instalment payments; sale; surplus or deficiency; action; forfeiture; dividends on forfeited shares
Section 26 Division of class of stock into series; variations; reissue of restored shares; filing of certificate
Section 27 Certificates for shares held
Section 28 Fractional shares; scrip; dividends and voting rights; exchange or sale
Section 29 Replacement of certificates
Section 30 Certificate for stock transferred as collateral security
Section 31 Unclaimed dividends; publication
Section 32 Location of records; stock and transfer records, evidence, exhibition or refusal, court order
Section 32A Restrictions on exercise, transfer, receipt or holding of rights or options issued by corporations
Section 33 Annual stockholders’ meeting
Section 34 Special stockholders’ meeting
Section 35 Place of stockholders’ meetings
Section 36 Notice of stockholders’ meeting
Section 37 Waiver of notice
Section 38 Repealed, 1986, 186, Sec. 7
Section 38A Filing of certificate
Section 39 Quorum
Section 40 Voting by corporation
Section 41 Stockholders’ voting rights; proxy regulations
Section 41A Agreements for voting shares
Section 42 Record date; closing transfer books
Section 43 Consent in lieu of stockholders’ meeting; effect
Section 44 Exercise of stockholders’ rights by incorporators prior to stock issuance
Section 45 Stockholders’ liability on distribution causing insolvency
Section 46 Stockholder’s action; qualifications of plaintiff
Section 47 Directors; number; election; qualifications
Section 48 Election or appointment of officers; qualifications; bonds; records of proceedings
Section 49 Resident agent
Section 50 Term of officers and directors; contingent term; vacancy
Section 50A Directors; staggered terms; election for exemption; vacancies
Section 51 Removal of officers and directors
Section 52 Filling vacancies
Section 53 Certificate of change in officers or directors; forfeiture for failure to file
Section 54 Powers of directors
Section 55 Committees; delegation of powers
Section 56 Meetings of directors; necessity of notice
Section 57 Quorum at directors’ meeting
Section 58 Notice of directors’ meeting
Section 59 Consent in lieu of directors’ meeting; effect; telephone conference meetings
Section 60 Improper stock issue; liability of directors
Section 61 Unauthorized distributions; liability of directors
Section 62 Loans to insiders; liability of officers and directors
Section 63 False statement or report; liability of officers
Section 64 False articles; liability of officers and incorporators
Section 65 Good faith and prudence as defense
Section 66 Contribution
Section 67 Indemnification of officers and directors
Section 68 False statement or report; domestic; punishment
Section 69 False statement or report; other state or country; punishment
Section 70 Amendments authorized by majority vote
Section 71 Amendment of articles of organization; authorization by corporation
Section 72 Articles of amendment; filing; time effective
Section 73 Amendment on reorganization
Section 74 Restatement of articles of organization; vote; filing; contents; time effective
Section 75 Mortgage or disposal of assets; vote; notice of meeting
Section 76 Dissenting stockholder; right to demand payment for stock
Section 77 Amendments adversely affecting rights of stockholder
Section 78 Domestic corporations
Section 79 Domestic and foreign corporations
Section 80 Effect of consolidation or merger; rights of creditors
Section 81 Surviving or new corporation; bond and stock issues to complete merger or consolidation
Section 82 Merger of subsidiary into parent corporation
Section 83 Merger of association or trust into corporation
Section 83A Domestic and foreign limited liability companies
Section 84 Certificate of filing articles of consolidation or merger
Section 85 Dissenting stockholder; right to demand payment for stock; exception
Section 86 Sections applicable to appraisal; prerequisites
Section 87 Statement of rights of objecting stockholders in notice of meeting; form
Section 88 Notice of effectiveness of action objected to
Section 89 Demand for payment; time for payment
Section 90 Demand for determination of value; bill in equity; venue
Section 91 Parties to suit to determine value; service
Section 92 Decree determining value and ordering payment; valuation date
Section 93 Reference to special master
Section 94 Notation on stock certificates of pendency of bill
Section 95 Costs; interest
Section 96 Dividends and voting rights after demand for payment
Section 97 Status of shares paid for
Section 98 Exclusive remedy; exception
Section 99 Petition for dissolution in supreme judicial court; cases
Section 100 Voluntary dissolution; manner
Section 101 Dissolution by state secretary
Section 102 Continuation for purposes of litigation and settlement of affairs
Section 103 Petition for distribution; notice
Section 104 Receivership; dissolved or terminated corporation; jurisdiction; application; powers of receiver
Section 105 Receivership; corporation as judgment debtor; powers of receiver
Section 106 Duties of receiver
Section 107 Dissolution; return; notice to corporation
Section 108 Revival of dissolved corporation for general or limited purposes; conditions; effect
Section 109 Annual report; contents
Section 109A Repealed, 1977, 98, Sec. 6
Section 110 Repealed, 1965, 685, Sec. 50
Section 111 Repealed, 1977, 98, Sec. 6
Section 112 Annual report; failure or refusal to file; penalties
Section 113 Action to recover penalties and forfeitures; venue; injunction
Section 114 Filing fees
Section 115 Conveyance of land
Section 116 Certificate of good standing

State Codes and Statutes

Statutes > Massachusetts > PARTI > TITLEXXII > CHAPTER156B

Section 1 Short title
Section 2 Definitions; corporation; articles of organization
Section 3 Application of chapter
Section 4 Rights and liabilities of existing corporations, directors, officers and stockholders
Section 5 Adoption of chapter by certain corporations created by special act; liability for debts
Section 6 State secretary; duties
Section 6A Correction of inaccurate corporate records; filing
Section 7 Change of law; effect
Section 8 Voting by stockholders; effect of articles of organization or by-laws
Section 9 Corporate powers; exceptions
Section 9A Partnership
Section 9B Contracts of guarantee and suretyship
Section 10 Unauthorized exercise of franchise or privilege or transaction of business; injunction
Section 11 Name
Section 12 First meeting; by-laws; officers; consent to action; articles of organization
Section 13 Articles of organization; contents
Section 14 Change of principal office
Section 15 Limitation on stock holdings in certain other corporations
Section 16 Scope of by-laws
Section 17 Power to make, amend and repeal by-laws
Section 18 Consideration for issuance of stock
Section 19 Payment for stock; cash or instalments; record; transfer
Section 20 Pre-emptive rights
Section 21 Unissued shares; authority to issue; consideration
Section 21A Reacquired shares; restoration to unissued share status
Section 22 Terms of payment; demand; notice of payment due
Section 23 Stockholders’ liability for issued stock
Section 24 Default of subscriber; sale; deficiency or surplus; action; forfeiture
Section 25 Default in instalment payments; sale; surplus or deficiency; action; forfeiture; dividends on forfeited shares
Section 26 Division of class of stock into series; variations; reissue of restored shares; filing of certificate
Section 27 Certificates for shares held
Section 28 Fractional shares; scrip; dividends and voting rights; exchange or sale
Section 29 Replacement of certificates
Section 30 Certificate for stock transferred as collateral security
Section 31 Unclaimed dividends; publication
Section 32 Location of records; stock and transfer records, evidence, exhibition or refusal, court order
Section 32A Restrictions on exercise, transfer, receipt or holding of rights or options issued by corporations
Section 33 Annual stockholders’ meeting
Section 34 Special stockholders’ meeting
Section 35 Place of stockholders’ meetings
Section 36 Notice of stockholders’ meeting
Section 37 Waiver of notice
Section 38 Repealed, 1986, 186, Sec. 7
Section 38A Filing of certificate
Section 39 Quorum
Section 40 Voting by corporation
Section 41 Stockholders’ voting rights; proxy regulations
Section 41A Agreements for voting shares
Section 42 Record date; closing transfer books
Section 43 Consent in lieu of stockholders’ meeting; effect
Section 44 Exercise of stockholders’ rights by incorporators prior to stock issuance
Section 45 Stockholders’ liability on distribution causing insolvency
Section 46 Stockholder’s action; qualifications of plaintiff
Section 47 Directors; number; election; qualifications
Section 48 Election or appointment of officers; qualifications; bonds; records of proceedings
Section 49 Resident agent
Section 50 Term of officers and directors; contingent term; vacancy
Section 50A Directors; staggered terms; election for exemption; vacancies
Section 51 Removal of officers and directors
Section 52 Filling vacancies
Section 53 Certificate of change in officers or directors; forfeiture for failure to file
Section 54 Powers of directors
Section 55 Committees; delegation of powers
Section 56 Meetings of directors; necessity of notice
Section 57 Quorum at directors’ meeting
Section 58 Notice of directors’ meeting
Section 59 Consent in lieu of directors’ meeting; effect; telephone conference meetings
Section 60 Improper stock issue; liability of directors
Section 61 Unauthorized distributions; liability of directors
Section 62 Loans to insiders; liability of officers and directors
Section 63 False statement or report; liability of officers
Section 64 False articles; liability of officers and incorporators
Section 65 Good faith and prudence as defense
Section 66 Contribution
Section 67 Indemnification of officers and directors
Section 68 False statement or report; domestic; punishment
Section 69 False statement or report; other state or country; punishment
Section 70 Amendments authorized by majority vote
Section 71 Amendment of articles of organization; authorization by corporation
Section 72 Articles of amendment; filing; time effective
Section 73 Amendment on reorganization
Section 74 Restatement of articles of organization; vote; filing; contents; time effective
Section 75 Mortgage or disposal of assets; vote; notice of meeting
Section 76 Dissenting stockholder; right to demand payment for stock
Section 77 Amendments adversely affecting rights of stockholder
Section 78 Domestic corporations
Section 79 Domestic and foreign corporations
Section 80 Effect of consolidation or merger; rights of creditors
Section 81 Surviving or new corporation; bond and stock issues to complete merger or consolidation
Section 82 Merger of subsidiary into parent corporation
Section 83 Merger of association or trust into corporation
Section 83A Domestic and foreign limited liability companies
Section 84 Certificate of filing articles of consolidation or merger
Section 85 Dissenting stockholder; right to demand payment for stock; exception
Section 86 Sections applicable to appraisal; prerequisites
Section 87 Statement of rights of objecting stockholders in notice of meeting; form
Section 88 Notice of effectiveness of action objected to
Section 89 Demand for payment; time for payment
Section 90 Demand for determination of value; bill in equity; venue
Section 91 Parties to suit to determine value; service
Section 92 Decree determining value and ordering payment; valuation date
Section 93 Reference to special master
Section 94 Notation on stock certificates of pendency of bill
Section 95 Costs; interest
Section 96 Dividends and voting rights after demand for payment
Section 97 Status of shares paid for
Section 98 Exclusive remedy; exception
Section 99 Petition for dissolution in supreme judicial court; cases
Section 100 Voluntary dissolution; manner
Section 101 Dissolution by state secretary
Section 102 Continuation for purposes of litigation and settlement of affairs
Section 103 Petition for distribution; notice
Section 104 Receivership; dissolved or terminated corporation; jurisdiction; application; powers of receiver
Section 105 Receivership; corporation as judgment debtor; powers of receiver
Section 106 Duties of receiver
Section 107 Dissolution; return; notice to corporation
Section 108 Revival of dissolved corporation for general or limited purposes; conditions; effect
Section 109 Annual report; contents
Section 109A Repealed, 1977, 98, Sec. 6
Section 110 Repealed, 1965, 685, Sec. 50
Section 111 Repealed, 1977, 98, Sec. 6
Section 112 Annual report; failure or refusal to file; penalties
Section 113 Action to recover penalties and forfeitures; venue; injunction
Section 114 Filing fees
Section 115 Conveyance of land
Section 116 Certificate of good standing

State Codes and Statutes

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State Codes and Statutes

Statutes > Massachusetts > PARTI > TITLEXXII > CHAPTER156B

Section 1 Short title
Section 2 Definitions; corporation; articles of organization
Section 3 Application of chapter
Section 4 Rights and liabilities of existing corporations, directors, officers and stockholders
Section 5 Adoption of chapter by certain corporations created by special act; liability for debts
Section 6 State secretary; duties
Section 6A Correction of inaccurate corporate records; filing
Section 7 Change of law; effect
Section 8 Voting by stockholders; effect of articles of organization or by-laws
Section 9 Corporate powers; exceptions
Section 9A Partnership
Section 9B Contracts of guarantee and suretyship
Section 10 Unauthorized exercise of franchise or privilege or transaction of business; injunction
Section 11 Name
Section 12 First meeting; by-laws; officers; consent to action; articles of organization
Section 13 Articles of organization; contents
Section 14 Change of principal office
Section 15 Limitation on stock holdings in certain other corporations
Section 16 Scope of by-laws
Section 17 Power to make, amend and repeal by-laws
Section 18 Consideration for issuance of stock
Section 19 Payment for stock; cash or instalments; record; transfer
Section 20 Pre-emptive rights
Section 21 Unissued shares; authority to issue; consideration
Section 21A Reacquired shares; restoration to unissued share status
Section 22 Terms of payment; demand; notice of payment due
Section 23 Stockholders’ liability for issued stock
Section 24 Default of subscriber; sale; deficiency or surplus; action; forfeiture
Section 25 Default in instalment payments; sale; surplus or deficiency; action; forfeiture; dividends on forfeited shares
Section 26 Division of class of stock into series; variations; reissue of restored shares; filing of certificate
Section 27 Certificates for shares held
Section 28 Fractional shares; scrip; dividends and voting rights; exchange or sale
Section 29 Replacement of certificates
Section 30 Certificate for stock transferred as collateral security
Section 31 Unclaimed dividends; publication
Section 32 Location of records; stock and transfer records, evidence, exhibition or refusal, court order
Section 32A Restrictions on exercise, transfer, receipt or holding of rights or options issued by corporations
Section 33 Annual stockholders’ meeting
Section 34 Special stockholders’ meeting
Section 35 Place of stockholders’ meetings
Section 36 Notice of stockholders’ meeting
Section 37 Waiver of notice
Section 38 Repealed, 1986, 186, Sec. 7
Section 38A Filing of certificate
Section 39 Quorum
Section 40 Voting by corporation
Section 41 Stockholders’ voting rights; proxy regulations
Section 41A Agreements for voting shares
Section 42 Record date; closing transfer books
Section 43 Consent in lieu of stockholders’ meeting; effect
Section 44 Exercise of stockholders’ rights by incorporators prior to stock issuance
Section 45 Stockholders’ liability on distribution causing insolvency
Section 46 Stockholder’s action; qualifications of plaintiff
Section 47 Directors; number; election; qualifications
Section 48 Election or appointment of officers; qualifications; bonds; records of proceedings
Section 49 Resident agent
Section 50 Term of officers and directors; contingent term; vacancy
Section 50A Directors; staggered terms; election for exemption; vacancies
Section 51 Removal of officers and directors
Section 52 Filling vacancies
Section 53 Certificate of change in officers or directors; forfeiture for failure to file
Section 54 Powers of directors
Section 55 Committees; delegation of powers
Section 56 Meetings of directors; necessity of notice
Section 57 Quorum at directors’ meeting
Section 58 Notice of directors’ meeting
Section 59 Consent in lieu of directors’ meeting; effect; telephone conference meetings
Section 60 Improper stock issue; liability of directors
Section 61 Unauthorized distributions; liability of directors
Section 62 Loans to insiders; liability of officers and directors
Section 63 False statement or report; liability of officers
Section 64 False articles; liability of officers and incorporators
Section 65 Good faith and prudence as defense
Section 66 Contribution
Section 67 Indemnification of officers and directors
Section 68 False statement or report; domestic; punishment
Section 69 False statement or report; other state or country; punishment
Section 70 Amendments authorized by majority vote
Section 71 Amendment of articles of organization; authorization by corporation
Section 72 Articles of amendment; filing; time effective
Section 73 Amendment on reorganization
Section 74 Restatement of articles of organization; vote; filing; contents; time effective
Section 75 Mortgage or disposal of assets; vote; notice of meeting
Section 76 Dissenting stockholder; right to demand payment for stock
Section 77 Amendments adversely affecting rights of stockholder
Section 78 Domestic corporations
Section 79 Domestic and foreign corporations
Section 80 Effect of consolidation or merger; rights of creditors
Section 81 Surviving or new corporation; bond and stock issues to complete merger or consolidation
Section 82 Merger of subsidiary into parent corporation
Section 83 Merger of association or trust into corporation
Section 83A Domestic and foreign limited liability companies
Section 84 Certificate of filing articles of consolidation or merger
Section 85 Dissenting stockholder; right to demand payment for stock; exception
Section 86 Sections applicable to appraisal; prerequisites
Section 87 Statement of rights of objecting stockholders in notice of meeting; form
Section 88 Notice of effectiveness of action objected to
Section 89 Demand for payment; time for payment
Section 90 Demand for determination of value; bill in equity; venue
Section 91 Parties to suit to determine value; service
Section 92 Decree determining value and ordering payment; valuation date
Section 93 Reference to special master
Section 94 Notation on stock certificates of pendency of bill
Section 95 Costs; interest
Section 96 Dividends and voting rights after demand for payment
Section 97 Status of shares paid for
Section 98 Exclusive remedy; exception
Section 99 Petition for dissolution in supreme judicial court; cases
Section 100 Voluntary dissolution; manner
Section 101 Dissolution by state secretary
Section 102 Continuation for purposes of litigation and settlement of affairs
Section 103 Petition for distribution; notice
Section 104 Receivership; dissolved or terminated corporation; jurisdiction; application; powers of receiver
Section 105 Receivership; corporation as judgment debtor; powers of receiver
Section 106 Duties of receiver
Section 107 Dissolution; return; notice to corporation
Section 108 Revival of dissolved corporation for general or limited purposes; conditions; effect
Section 109 Annual report; contents
Section 109A Repealed, 1977, 98, Sec. 6
Section 110 Repealed, 1965, 685, Sec. 50
Section 111 Repealed, 1977, 98, Sec. 6
Section 112 Annual report; failure or refusal to file; penalties
Section 113 Action to recover penalties and forfeitures; venue; injunction
Section 114 Filing fees
Section 115 Conveyance of land
Section 116 Certificate of good standing