Mass. Gen. Laws ch. 156 – Business Corporations | Midpage

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Massachusetts General Laws

Chapter 156

Mass. Gen. Laws ch. 156

Business Corporations

1Definitions 2Scope of chapter 3Corporations not within application of chapter; adoption of chapter 4Powers 5Holding stock in other corporations; prohibitions 6Agreement of association; contents 7Corporations dealing with real estate; duration 8First meeting; notice; service; waiver of notice 9Organization; selection of temporary clerk; adoption of by-laws; election of officers 10Oath to articles by directors; liability to stockholders 11Approval by secretary of corporation documents; filing of articles 12Certificate of incorporation 13Scope of by-laws 14Creation and issuance of shares 15Consideration for capital stock; instalment payments 16Issuance of unissued balance of authorized capital stock; approval; filing 17Validation of issue not submitted for approval 18Payment of subscriptions 19Subscriptions in default; sale of rights to subscribe 20Instalments in default; sale of rights to shares 21Management of corporation 22Election or appointment of officers; terms; qualifications 23Manufacturing corporations; election of directors by employees 24Certificate of changes; submission to secretary; filing; penalty 25Board of directors; powers 26Executive committee of board; duties 27Meetings of board of directors 28Stockholders meetings; time; place; notice; quorum; waiver of notice 29Change in date of annual meeting 30Special meetings 31Corporate voting of own shares 32Voting rights; proxies 33Certificates; signatures; seal; limitations and preferences 34Replacement of lost or destroyed certificates 35Reduction of capital stock; services rendered by operatives; liability; disproportionate payments by a stockholder; contribution 36Officers' liability 37Directors' liability 38Conditions to liability; enforcement of liability 39Discontinuance of suit; non-joinder of persons liable; death of defendant 40Apportionment of assessment 41Increase or reduction of capital stock; changes of location; change of par value of capital stock; dissolution proceedings 41AChange in number of shares without par value 41BChange in number of shares with par value 41CChange of shares without par value to par value shares 42Change of structure; conveyance of property 43Approval of amendments or alterations; fees 44Increase in capital stock in accordance with Sec. 41 or 41C; content of articles 45Reduction of capital stock in accordance with Sec. 41 or 41C; content of articles 46Sale, lease or exchange of property and assets; remedy of dissenting stockholder 46ADefinitions; organizations authorized to merge; method; effect of merger 46BCorporations authorized to consolidate; method 46CEffect of consolidation 46DMerger or consolidation with foreign corporation; method; liability of directors 46EConsolidations; remedy of dissenting shareholders 46FCertificates of merger or consolidation; issuance by state secretary 47Annual report of condition; contents 48Annual report of condition; approval; filing; public inspection 50Failure to file report of condition; penalty 51Appointment of receiver 52Failure to file certificates or reports 53Filing of articles of organization; fees 54Certain certificates; determination of fees 55Filing of other amendments, certificates, statements and reports; fees