Section 16. The whole or any part of any unissued balance of the authorized capital stock may be issued, subsequent to the issue of stock certified by the articles of organization, by vote of the directors, under authority of the by-laws or of a general or special vote of the incorporators at the first meeting or of the stockholders at a subsequent meeting, if, within thirty days after such vote of the directors, a certificate signed and sworn to by the president, treasurer and a majority of the directors is submitted to the secretary, setting forth—(a) the total amount of capital stock authorized; (b) the amount of stock already issued for cash payable by instalments and the amount paid thereon; also the amount of full paid stock already issued for cash, property, services or expenses; (c) the amount of additional stock to be issued for cash, property, services or expenses, respectively; (d) a description of said property, and a statement of the nature of said services or expenses, in the manner required by section ten. The secretary shall examine such certificate in the same manner as the original articles of organization. If he finds that it conforms to the requirements of law, he shall endorse his approval thereon, and it shall thereupon be filed in the office of the state secretary, upon payment of the fee provided in section fifty-five. No issue of stock subsequent to that certified by the articles of organization shall be lawful until said certificate is filed with the secretary as aforesaid. No stock shall be at any time issued unless the cash, so far as due, or the property, services or expenses for which it was authorized to be issued, has been actually received or incurred by, or conveyed or rendered to, the corporation, or is in its possession as surplus; nor shall any note or evidence of indebtedness, secured or unsecured, of any person to whom stock is issued, be deemed to be payment therefor; and the president, treasurer and directors shall be jointly and severally liable to any stockholder of the corporation for actual damages caused to him by such issue.

Terms Used In Massachusetts General Laws ch. 156 sec. 16

  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.