Section 5. Corporations which would otherwise be within the application of this chapter pursuant to clause (a) of section three, but which were created before March eleventh, eighteen hundred and thirty-one by any special act not subject to amendment, alteration or repeal by the general court, may, at a legal meeting of the stockholders duly called therefor, by vote of two thirds of each class of stock outstanding and entitled to vote, adopt the provisions of this chapter. A certificate of such vote signed under the penalties of perjury by the president or a vice president and the clerk or an assistant clerk shall be submitted to the state secretary. Such vote shall become effective when such certificate is filed in accordance with section six, and thereupon such corporation and its directors, officers and stockholders shall be entitled to all the rights, privileges and immunities and be subject to all the liabilities set forth in this chapter, and no director, officer or stockholder in such corporation shall be liable for debts of the corporation contracted after the filing of such certificate except for the causes and in the manner provided in this chapter.

Terms Used In Massachusetts General Laws ch. 156B sec. 5

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • 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.
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.