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Massachusetts General Laws > Part I > Title XXII > Chapter 156D - Business Corporations

^{Current as of: 2009}

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§ 1.01	Short Title
§ 1.02	Reservation of power to amend or repeal
§ 1.20	Filing requirements
§ 1.21	Forms
§ 1.22	Filing, service and copying fees
§ 1.23	Effective time and date of document
§ 1.24	Correcting filed document
§ 1.25	Filing date of secretary of state
§ 1.26	Appeal from secretary of state's refusal to file document
§ 1.27	Evidentiary effect of copy of filed document
§ 1.28	Certificates regarding corporations
§ 1.29	Penalty for signing false document
§ 1.30	Powers
§ 1.40	Act definitions
§ 1.41	Notice
§ 1.42	Number of shareholders
§ 1.50	Interpretation of act
§ 2.01	Incorporators
§ 2.02	Articles of organization
§ 2.03	Incorporation
§ 2.04	Liability for pre-incorporation transactions
§ 2.05	Organization of corporation
§ 2.06	Bylaws
§ 2.07	Emergency bylaws
§ 3.01	Purposes
§ 3.02	General powers
§ 3.03	Emergency powers
§ 3.04	Ultra vires
§ 4.01	Corporate name
§ 4.02	Reserved name
§ 5.01	Registered office and registered agent
§ 5.02	Change of registered agent
§ 5.03	Resignation of registered agent
§ 5.04	Service on corporation
§ 6.01	Authorized share
§ 6.02	Determination of terms of class or series
§ 6.03	Issued and outstanding shares
§ 6.04	Fractional shares
§ 6.20	Subscription for shares before incorporation
§ 6.21	Issuance of shares
§ 6.22	Liability of shareholders
§ 6.23	Share dividends
§ 6.24	Share options
§ 6.25	Form and content of certificates
§ 6.26	Shares without certificates
§ 6.27	Restriction on transfer of shares and other securities
§ 6.30	Shareholders' preemptive rights
§ 6.31	Corporation's acquisition of its own shares
§ 6.40	Distributions to shareholders
§ 6.41	Liability for improper distributions
§ 7.01	Annual meeting
§ 7.02	Special meeting
§ 7.03	Court-ordered meeting
§ 7.04	Action without meeting
§ 7.05	Notice of meeting
§ 7.06	Waiver of notice
§ 7.07	Record date
§ 7.08	Meetings by remote communications; remote participation in meetings
§ 7.20	Shareholders list for meeting
§ 7.21	Voting entitlement of shares
§ 7.22	Proxies
§ 7.23	Shares held by nominees
§ 7.24	Corporation's acceptance of votes
§ 7.25	Quorum and noting requirements for voting groups
§ 7.26	Action by single and multiple voting groups
§ 7.27	Greater or lesser quorum or voting requirements for shareholders
§ 7.28	Voting for directors; cumulative voting
§ 7.29	Form of shareholder action
§ 7.30	Voting trusts
§ 7.31	Voting agreements
§ 7.32	Shareholder agreements
§ 7.40	Subchapter definitions
§ 7.41	Standing
§ 7.42	Demand
§ 7.43	Stay of proceedings
§ 7.44	Dismissal
§ 7.45	Discontinuance or settlement
§ 7.46	Payment of expenses
§ 7.47	Applicability to foreign corporations
§ 8.01	Requirement for and duties of directors
§ 8.02	Qualifications of directors
§ 8.03	Number and election of directors
§ 8.04	Election of directors by certain classes of shareholders
§ 8.05	Terms of directors generally
§ 8.06	Staggered terms for directors
§ 8.07	Resignation of directors
§ 8.08	Removal of directors
§ 8.10	Vacancy on board
§ 8.11	Compensation of directors
§ 8.20	Meetings
§ 8.21	Action without meeting
§ 8.22	Notice of meeting
§ 8.23	Waiver of notice
§ 8.24	Quorum and voting
§ 8.25	Committees
§ 8.30	General standards for directors
§ 8.31	Director conflict of interest
§ 8.32	Loans to directors
§ 8.40	Required officers
§ 8.41	Duties of officers
§ 8.42	Standards of conduct for officers
§ 8.43	Resignation and removal of officers
§ 8.44	Contract rights of officers
§ 8.45	Certificate of change in officers or directors
§ 8.46	Instruments affecting real estate
§ 8.50	Subchapter definitions
§ 8.51	Permissible indemnification
§ 8.52	Mandatory indemnification
§ 8.53	Advance for expenses
§ 8.54	Court-ordered indemnification and advance for expenses
§ 8.55	Determination and authorization of indemnification
§ 8.56	Officers
§ 8.57	Insurance
§ 8.58	Variation by corporate action; application of subchapter
§ 8.59	Exclusivity of subchapter
§ 9.20	Domestication
§ 9.21	Voting for directors; cumulative voting
§ 9.22	Articles of domestication
§ 9.23	Surrender of charter upon domestication
§ 9.24	Effect of domestication
§ 9.25	Abandonment of a domestication
§ 9.30	Nonprofit conversion
§ 9.31	Action on a plan of nonprofit conversion
§ 9.32	Articles of nonprofit conversion
§ 9.33	Surrender of charter upon foreign nonprofit conversion
§ 9.34	Effect of nonprofit conversion
§ 9.35	Abandonment of a nonprofit conversion
§ 9.40	Foreign nonprofit domestication and conversion
§ 9.41	Articles of domestication and conversion
§ 9.42	Effect of foreign nonprofit domestication and conversion
§ 9.43	Abandonment of a foreign nonprofit domestication and conversion
§ 9.50	Entity conversion authorized; definitions
§ 9.51	Plan of entity conversion
§ 9.52	Action on a plan of entity conversion
§ 9.53	Articles of entity conversion
§ 9.54	Surrender of charter upon conversion
§ 9.55	Effect of entity conversion
§ 9.56	Abandonment of an entity conversion
§ 10.01	Authority to amend
§ 10.02	Amendment before issuance of shares
§ 10.03	Amendment by board of directors and shareholders; exemption
§ 10.04	Voting on amendments by voting groups
§ 10.05	Amendment by board of directors
§ 10.06	Articles of amendment
§ 10.07	Restated articles of organization
§ 10.08	Effect of amendment
§ 10.20	Amendment by board of directors or shareholders
§ 10.21	Bylaw dealing with quorum or voting requirements for shareholders
§ 10.22	Bylaw dealing with quorum or voting requirements for board of directors
§ 11.01	Definitions
§ 11.02	Merger
§ 11.03	Share exchange
§ 11.04	Action on a plan of merger or share exchange
§ 11.05	Merger between parent and subsidiary or between subsidiaries
§ 11.06	Articles of merger or share exchange
§ 11.07	Effect of merger or share exchange
§ 11.08	Abandonment of a merger or share exchange
§ 12.01	Sale of assets in regular course of business and mortgage of assets
§ 12.02	Sale of assets other than in regular course of business
§ 13.01	Definitions
§ 13.02	Right to appraisal
§ 13.03	Assertion of rights by nominees and beneficial owners
§ 13.20	Notice of appraisal rights
§ 13.21	Notice of intent to demand payment
§ 13.22	Appraisal notice and form
§ 13.23	Perfection of rights; rights to withdraw
§ 13.24	Payment
§ 13.25	After-acquired shares
§ 13.26	Procedure if shareholder dissatisfied with payment or offer
§ 13.30	Court action
§ 13.31	Court costs and counsel fees
§ 14.01	Dissolution by incorporators or initial directors
§ 14.02	Dissolution by board of directors and shareholders, or otherwise in accordance with articles of organization
§ 14.03	Articles of dissolution
§ 14.04	Revocation of dissolution
§ 14.05	Evidentiary effect of copy of filed document
§ 14.06	Known non-contingent claims against dissolved corporation
§ 14.07	Unknown claims against dissolved corporation
§ 14.08	Creation of reserves as adequate provision for unasserted product liability claims and known contingent claims against dissolved corporation
§ 14.09	Enforcement of claims against dissolved corporation
§ 14.20	Grounds for administrative dissolution
§ 14.21	Procedure for and effect of administrative dissolution
§ 14.22	Reinstatement following administrative dissolution
§ 14.23	Appeal from denial of reinstatement
§ 14.30	Grounds for judicial dissolution
§ 14.31	Procedure for judicial dissolution
§ 14.32	Receivership or custodianship
§ 14.33	Decree of dissolution
§ 14.34	Reorganization under a statute of the United States; effectuation
§ 14.40	Deposit with treasurer of the commonwealth.
§ 15.01	Authority to transact business required
§ 15.02	Consequences of transacting business without authority
§ 15.03	Delivering certificate by foreign corporation
§ 15.04	Amended certificate
§ 15.05	Effect of filing of certificate
§ 15.06	Corporate name of foreign corporation
§ 15.07	Registered office and registered agent of foreign corporation
§ 15.08	Change of registered office or registered agent of foreign corporation
§ 15.09	Resignation of registered agent of foreign corporation
§ 15.10	Liability to be sued; service on foreign corporation
§ 15.11	False reports or statements
§ 15.20	Withdrawal of foreign corporation
§ 15.21	Automatic withdrawal upon certain conversions
§ 15.22	Withdrawal upon conversion to a nonfiling entity
§ 15.23	Transfer of authority
§ 15.30	Grounds for revocation
§ 15.31	Procedure for and effect of revocation
§ 15.32	Appeal from revocation
§ 16.01	Corporate records
§ 16.02	Inspection of records by shareholders
§ 16.03	Scope of inspection right
§ 16.04	Court-ordered inspection
§ 16.05	Inspection of records by directors
§ 16.06	Exception to notice requirement; consequences of inability to deliver notice
§ 16.20	Financial statement for shareholders
§ 16.21	By-law amendments
§ 16.22	Annual report for secretary of state
§ 17.01	Application to existing domestic corporations
§ 17.02	Application to qualified foreign corporations
§ 17.03	Saving provisions
§ 17.04	Severability

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Corporations

Massachusetts General Laws > Part I > Title XXII > Chapter 156D - Business Corporations

Massachusetts General Laws > Part I > Title XXII > Chapter 156D - Business Corporations

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