§ 1 Definitions
§ 2 Scope of chapter
§ 3 Corporations not within application of chapter; adoption of chapter
§ 4 Powers
§ 5 Holding stock in other corporations; prohibitions
§ 6 Agreement of association; contents
§ 7 Corporations dealing with real estate; duration
§ 8 First meeting; notice; service; waiver of notice
§ 9 Organization; selection of temporary clerk; adoption of by-laws; election of officers
§ 10 Oath to articles by directors; liability to stockholders
§ 11 Approval by secretary of corporation documents; filing of articles
§ 12 Certificate of incorporation
§ 13 Scope of by-laws
§ 14 Creation and issuance of shares
§ 15 Consideration for capital stock; instalment payments
§ 16 Issuance of unissued balance of authorized capital stock; approval; filing
§ 17 Validation of issue not submitted for approval
§ 18 Payment of subscriptions
§ 19 Subscriptions in default; sale of rights to subscribe
§ 20 Instalments in default; sale of rights to shares
§ 21 Management of corporation
§ 22 Election or appointment of officers; terms; qualifications
§ 23 Manufacturing corporations; election of directors by employees
§ 24 Certificate of changes; submission to secretary; filing; penalty
§ 25 Board of directors; powers
§ 26 Executive committee of board; duties
§ 27 Meetings of board of directors
§ 28 Stockholders meetings; time; place; notice; quorum; waiver of notice
§ 29 Change in date of annual meeting
§ 30 Special meetings
§ 31 Corporate voting of own shares
§ 32 Voting rights; proxies
§ 33 Certificates; signatures; seal; limitations and preferences
§ 34 Replacement of lost or destroyed certificates
§ 35 Reduction of capital stock; services rendered by operatives; liability; disproportionate payments by a stockholder; contribution
§ 36 Officers’ liability
§ 37 Directors’ liability
§ 38 Conditions to liability; enforcement of liability
§ 39 Discontinuance of suit; non-joinder of persons liable; death of defendant
§ 41 Increase or reduction of capital stock; changes of location; change of par value of capital stock; dissolution proceedings
§ 41A Change in number of shares without par value
§ 41B Change in number of shares with par value
§ 41C Change of shares without par value to par value shares
§ 42 Change of structure; conveyance of property
§ 43 Approval of amendments or alterations; fees
§ 44 Increase in capital stock in accordance with Sec. 41 or 41C; content of articles
§ 45 Reduction of capital stock in accordance with Sec. 41 or 41C; content of articles
§ 46 Sale, lease or exchange of property and assets; remedy of dissenting stockholder
§ 46A Definitions; organizations authorized to merge; method; effect of merger
§ 46B Corporations authorized to consolidate; method
§ 46C Effect of consolidation
§ 46D Merger or consolidation with foreign corporation; method; liability of directors
§ 46E Consolidations; remedy of dissenting shareholders
§ 46F Certificates of merger or consolidation; issuance by state secretary
§ 47 Annual report of condition; contents
§ 48 Annual report of condition; approval; filing; public inspection
§ 50 Failure to file report of condition; penalty
§ 51 Appointment of receiver
§ 52 Failure to file certificates or reports
§ 53 Filing of articles of organization; fees
§ 54 Certain certificates; determination of fees
§ 55 Filing of other amendments, certificates, statements and reports; fees
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Terms Used In Massachusetts General Laws > Chapter 156 - Business Corporations

  • Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
  • 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.
  • Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
  • Contract: A legal written agreement that becomes binding when signed.
  • 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.
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • 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.
  • Executor: A male person named in a will to carry out the decedent
  • Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
  • Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • Oath: A promise to tell the truth.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Personal property: All property that is not real property.
  • Plaintiff: The person who files the complaint in a civil lawsuit.
  • Plea: In a criminal case, the defendant's statement pleading "guilty" or "not guilty" in answer to the charges, a declaration made in open court.
  • Quorum: The number of legislators that must be present to do business.
  • Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
  • Service of process: The service of writs or summonses to the appropriate party.