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

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Massachusetts General Laws

Chapter 156B

Mass. Gen. Laws ch. 156B

Certain Business Corporations

1Short title 2Definitions; corporation; articles of organization 3Application of chapter 4Rights and liabilities of existing corporations, directors, officers and stockholders 5Adoption of chapter by certain corporations created by special act; liability for debts 6State secretary; duties 6ACorrection of inaccurate corporate records; filing 7Change of law; effect 8Voting by stockholders; effect of articles of organization or by-laws 9Corporate powers; exceptions 9APartnership 9BContracts of guarantee and suretyship 10Unauthorized exercise of franchise or privilege or transaction of business; injunction 11Name 12First meeting; by-laws; officers; consent to action; articles of organization 13Articles of organization; contents 14Change of principal office 15Limitation on stock holdings in certain other corporations 16Scope of by-laws 17Power to make, amend and repeal by-laws 18Consideration for issuance of stock 19Payment for stock; cash or instalments; record; transfer 20Pre-emptive rights 21Unissued shares; authority to issue; consideration 21AReacquired shares; restoration to unissued share status 22Terms of payment; demand; notice of payment due 23Stockholders' liability for issued stock 24Default of subscriber; sale; deficiency or surplus; action; forfeiture 25Default in instalment payments; sale; surplus or deficiency; action; forfeiture; dividends on forfeited shares 26Division of class of stock into series; variations; reissue of restored shares; filing of certificate 27Certificates for shares held 28Fractional shares; scrip; dividends and voting rights; exchange or sale 29Replacement of certificates 30Certificate for stock transferred as collateral security 31Unclaimed dividends; publication 32Location of records; stock and transfer records, evidence, exhibition or refusal, court order 32ARestrictions on exercise, transfer, receipt or holding of rights or options issued by corporations 33Annual stockholders' meeting 34Special stockholders' meeting 35Place of stockholders' meetings 36Notice of stockholders' meeting 37Waiver of notice 38AFiling of certificate 39Quorum 40Voting by corporation 41Stockholders' voting rights; proxy regulations 41AAgreements for voting shares 42Record date; closing transfer books 43Consent in lieu of stockholders' meeting; effect 44Exercise of stockholders' rights by incorporators prior to stock issuance 45Stockholders' liability on distribution causing insolvency 46Stockholder's action; qualifications of plaintiff 47Directors; number; election; qualifications 48Election or appointment of officers; qualifications; bonds; records of proceedings 49Resident agent 50Term of officers and directors; contingent term; vacancy 50ADirectors; staggered terms; election for exemption; vacancies 51Removal of officers and directors 52Filling vacancies 53Certificate of change in officers or directors; forfeiture for failure to file 54Powers of directors 55Committees; delegation of powers 56Meetings of directors; necessity of notice 57Quorum at directors' meeting 58Notice of directors' meeting 59Consent in lieu of directors' meeting; effect; telephone conference meetings 60Improper stock issue; liability of directors 61Unauthorized distributions; liability of directors 62Loans to insiders; liability of officers and directors 63False statement or report; liability of officers 64False articles; liability of officers and incorporators 65Good faith and prudence as defense 66Contribution 67Indemnification of officers and directors 68False statement or report; domestic; punishment 69False statement or report; other state or country; punishment 70Amendments authorized by majority vote 71Amendment of articles of organization; authorization by corporation 72Articles of amendment; filing; time effective 73Amendment on reorganization 74Restatement of articles of organization; vote; filing; contents; time effective 75Mortgage or disposal of assets; vote; notice of meeting 76Dissenting stockholder; right to demand payment for stock 77Amendments adversely affecting rights of stockholder 78Consolidation or merger of corporations 79Consolidation or merger with foreign corporation 80Effect of consolidation or merger; rights of creditors 81Surviving or new corporation; bond and stock issues to complete merger or consolidation 82Merger of subsidiary into parent corporation 83Merger of association or trust into corporation 83ADomestic and foreign limited liability companies 84Certificate of filing articles of consolidation or merger 85Dissenting stockholder; right to demand payment for stock; exception 86Sections applicable to appraisal; prerequisites 87Statement of rights of objecting stockholders in notice of meeting; form 88Notice of effectiveness of action objected to 89Demand for payment; time for payment 90Demand for determination of value; bill in equity; venue 91Parties to suit to determine value; service 92Decree determining value and ordering payment; valuation date 93Reference to special master 94Notation on stock certificates of pendency of bill 95Costs; interest 96Dividends and voting rights after demand for payment 97Status of shares paid for 98Exclusive remedy; exception 99Petition for dissolution in supreme judicial court; cases 100Voluntary dissolution; manner 101Dissolution by state secretary 102Continuation for purposes of litigation and settlement of affairs 103Petition for distribution; notice 104Receivership; dissolved or terminated corporation; jurisdiction; application; powers of receiver 105Receivership; corporation as judgment debtor; powers of receiver 106Duties of receiver 107Dissolution; return; notice to corporation 108Revival of dissolved corporation for general or limited purposes; conditions; effect 109Annual report; contents 112Annual report; failure or refusal to file; penalties 113Action to recover penalties and forfeitures; venue; injunction 114Filing fees 115Conveyance of land 116Certificate of good standing