§ 1 Short title
§ 2 Definitions; corporation; articles of organization
§ 3 Application of chapter
§ 4 Rights and liabilities of existing corporations, directors, officers and stockholders
§ 5 Adoption of chapter by certain corporations created by special act; liability for debts
§ 6 State secretary; duties
§ 6A Correction of inaccurate corporate records; filing
§ 7 Change of law; effect
§ 8 Voting by stockholders; effect of articles of organization or by-laws
§ 9 Corporate powers; exceptions
§ 9A Partnership
§ 9B Contracts of guarantee and suretyship
§ 10 Unauthorized exercise of franchise or privilege or transaction of business; injunction
§ 11 Name
§ 12 First meeting; by-laws; officers; consent to action; articles of organization
§ 13 Articles of organization; contents
§ 14 Change of principal office
§ 15 Limitation on stock holdings in certain other corporations
§ 16 Scope of by-laws
§ 17 Power to make, amend and repeal by-laws
§ 18 Consideration for issuance of stock
§ 19 Payment for stock; cash or instalments; record; transfer
§ 20 Pre-emptive rights
§ 21 Unissued shares; authority to issue; consideration
§ 21A Reacquired shares; restoration to unissued share status
§ 22 Terms of payment; demand; notice of payment due
§ 23 Stockholders’ liability for issued stock
§ 24 Default of subscriber; sale; deficiency or surplus; action; forfeiture
§ 25 Default in instalment payments; sale; surplus or deficiency; action; forfeiture; dividends on forfeited shares
§ 26 Division of class of stock into series; variations; reissue of restored shares; filing of certificate
§ 27 Certificates for shares held
§ 28 Fractional shares; scrip; dividends and voting rights; exchange or sale
§ 29 Replacement of certificates
§ 30 Certificate for stock transferred as collateral security
§ 31 Unclaimed dividends; publication
§ 32 Location of records; stock and transfer records, evidence, exhibition or refusal, court order
§ 32A Restrictions on exercise, transfer, receipt or holding of rights or options issued by corporations
§ 33 Annual stockholders’ meeting
§ 34 Special stockholders’ meeting
§ 35 Place of stockholders’ meetings
§ 36 Notice of stockholders’ meeting
§ 37 Waiver of notice
§ 38A Filing of certificate
§ 39 Quorum
§ 40 Voting by corporation
§ 41 Stockholders’ voting rights; proxy regulations
§ 41A Agreements for voting shares
§ 42 Record date; closing transfer books
§ 43 Consent in lieu of stockholders’ meeting; effect
§ 44 Exercise of stockholders’ rights by incorporators prior to stock issuance
§ 45 Stockholders’ liability on distribution causing insolvency
§ 46 Stockholder’s action; qualifications of plaintiff
§ 47 Directors; number; election; qualifications
§ 48 Election or appointment of officers; qualifications; bonds; records of proceedings
§ 49 Resident agent
§ 50 Term of officers and directors; contingent term; vacancy
§ 50A Directors; staggered terms; election for exemption; vacancies
§ 51 Removal of officers and directors
§ 52 Filling vacancies
§ 53 Certificate of change in officers or directors; forfeiture for failure to file
§ 54 Powers of directors
§ 55 Committees; delegation of powers
§ 56 Meetings of directors; necessity of notice
§ 57 Quorum at directors’ meeting
§ 58 Notice of directors’ meeting
§ 59 Consent in lieu of directors’ meeting; effect; telephone conference meetings
§ 60 Improper stock issue; liability of directors
§ 61 Unauthorized distributions; liability of directors
§ 62 Loans to insiders; liability of officers and directors
§ 63 False statement or report; liability of officers
§ 64 False articles; liability of officers and incorporators
§ 65 Good faith and prudence as defense
§ 66 Contribution
§ 67 Indemnification of officers and directors
§ 68 False statement or report; domestic; punishment
§ 69 False statement or report; other state or country; punishment
§ 70 Amendments authorized by majority vote
§ 71 Amendment of articles of organization; authorization by corporation
§ 72 Articles of amendment; filing; time effective
§ 73 Amendment on reorganization
§ 74 Restatement of articles of organization; vote; filing; contents; time effective
§ 75 Mortgage or disposal of assets; vote; notice of meeting
§ 76 Dissenting stockholder; right to demand payment for stock
§ 77 Amendments adversely affecting rights of stockholder
§ 78 Consolidation or merger of corporations
§ 79 Consolidation or merger with foreign corporation
§ 80 Effect of consolidation or merger; rights of creditors
§ 81 Surviving or new corporation; bond and stock issues to complete merger or consolidation
§ 82 Merger of subsidiary into parent corporation
§ 83 Merger of association or trust into corporation
§ 83A Domestic and foreign limited liability companies
§ 84 Certificate of filing articles of consolidation or merger
§ 85 Dissenting stockholder; right to demand payment for stock; exception
§ 86 Sections applicable to appraisal; prerequisites
§ 87 Statement of rights of objecting stockholders in notice of meeting; form
§ 88 Notice of effectiveness of action objected to
§ 89 Demand for payment; time for payment
§ 90 Demand for determination of value; bill in equity; venue
§ 91 Parties to suit to determine value; service
§ 92 Decree determining value and ordering payment; valuation date
§ 93 Reference to special master
§ 94 Notation on stock certificates of pendency of bill
§ 95 Costs; interest
§ 96 Dividends and voting rights after demand for payment
§ 97 Status of shares paid for
§ 98 Exclusive remedy; exception
§ 99 Petition for dissolution in supreme judicial court; cases
§ 100 Voluntary dissolution; manner
§ 101 Dissolution by state secretary
§ 102 Continuation for purposes of litigation and settlement of affairs
§ 103 Petition for distribution; notice
§ 104 Receivership; dissolved or terminated corporation; jurisdiction; application; powers of receiver
§ 105 Receivership; corporation as judgment debtor; powers of receiver
§ 106 Duties of receiver
§ 107 Dissolution; return; notice to corporation
§ 108 Revival of dissolved corporation for general or limited purposes; conditions; effect
§ 109 Annual report; contents
§ 112 Annual report; failure or refusal to file; penalties
§ 113 Action to recover penalties and forfeitures; venue; injunction
§ 114 Filing fees
§ 115 Conveyance of land
§ 116 Certificate of good standing
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Terms Used In Massachusetts General Laws > Chapter 156B - Certain 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.
  • Appraisal: A determination of property value.
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Bequest: Property gifted by will.
  • Conviction: A judgement of guilt against a criminal defendant.
  • 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.
  • Devise: To gift property by will.
  • 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.
  • Fiduciary: A trustee, executor, or administrator.
  • 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.
  • Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
  • Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
  • Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
  • Intangible property: Property that has no intrinsic value, but is merely the evidence of value such as stock certificates, bonds, and promissory notes.
  • Interests: includes any form of membership in a domestic or foreign nonprofit corporation. See Massachusetts General Laws ch. 156D sec. 11.01
  • 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.
  • 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.
  • Personal property: All property that is not real property.
  • Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
  • 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.
  • Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
  • Service of process: The service of writs or summonses to the appropriate party.
  • Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
  • Statute: A law passed by a legislature.
  • Subpoena: A command to a witness to appear and give testimony.
  • Trustee: A person or institution holding and administering property in trust.