Massachusetts General Laws|Chapter 156B - CERTAIN BUSINESS CORPORATIONS

Section 1 - Short title

Section 2 - Definitions; corporation; articles of organization

Section 3 - Application of chapter

Section 4 - Rights and liabilities of existing corporations, directors, officers and stockholders

Section 5 - Adoption of chapter by certain corporations created by special act; liability for debts

Section 6 - State secretary; duties

Section 6A - Correction of inaccurate corporate records; filing

Section 7 - Change of law; effect

Section 8 - Voting by stockholders; effect of articles of organization or by-laws

Section 9 - Corporate powers; exceptions

Section 9A - Partnership

Section 9B - Contracts of guarantee and suretyship

Section 10 - Unauthorized exercise of franchise or privilege or transaction of business; injunction

Section 11 - Name

Section 12 - First meeting; by-laws; officers; consent to action; articles of organization

Section 13 - Articles of organization; contents

Section 14 - Change of principal office

Section 15 - Limitation on stock holdings in certain other corporations

Section 16 - Scope of by-laws

Section 17 - Power to make, amend and repeal by-laws

Section 18 - Consideration for issuance of stock

Section 19 - Payment for stock; cash or instalments; record; transfer

Section 20 - Pre-emptive rights

Section 21 - Unissued shares; authority to issue; consideration

Section 21A - Reacquired shares; restoration to unissued share status

Section 22 - Terms of payment; demand; notice of payment due

Section 23 - Stockholders' liability for issued stock

Section 24 - Default of subscriber; sale; deficiency or surplus; action; forfeiture

Section 25 - Default in instalment payments; sale; surplus or deficiency; action; forfeiture; dividends on forfeited shares

Section 26 - Division of class of stock into series; variations; reissue of restored shares; filing of certificate

Section 27 - Certificates for shares held

Section 28 - Fractional shares; scrip; dividends and voting rights; exchange or sale

Section 29 - Replacement of certificates

Section 30 - Certificate for stock transferred as collateral security

Section 31 - Unclaimed dividends; publication

Section 32 - Location of records; stock and transfer records, evidence, exhibition or refusal, court order

Section 32A - Restrictions on exercise, transfer, receipt or holding of rights or options issued by corporations

Section 33 - Annual stockholders' meeting

Section 34 - Special stockholders' meeting

Section 35 - Place of stockholders' meetings

Section 36 - Notice of stockholders' meeting

Section 37 - Waiver of notice

Section 38 - Repealed, 1986, 186, Sec. 7

Section 38A - Filing of certificate

Section 39 - Quorum

Section 40 - Voting by corporation

Section 41 - Stockholders' voting rights; proxy regulations

Section 41A - Agreements for voting shares

Section 42 - Record date; closing transfer books

Section 43 - Consent in lieu of stockholders' meeting; effect

Section 44 - Exercise of stockholders' rights by incorporators prior to stock issuance

Section 45 - Stockholders' liability on distribution causing insolvency

Section 46 - Stockholder's action; qualifications of plaintiff

Section 47 - Directors; number; election; qualifications

Section 48 - Election or appointment of officers; qualifications; bonds; records of proceedings

Section 49 - Resident agent

Section 50 - Term of officers and directors; contingent term; vacancy

Section 50A - Directors; staggered terms; election for exemption; vacancies

Section 51 - Removal of officers and directors

Section 52 - Filling vacancies

Section 53 - Certificate of change in officers or directors; forfeiture for failure to file

Section 54 - Powers of directors

Section 55 - Committees; delegation of powers

Section 56 - Meetings of directors; necessity of notice

Section 57 - Quorum at directors' meeting

Section 58 - Notice of directors' meeting

Section 59 - Consent in lieu of directors' meeting; effect; telephone conference meetings

Section 60 - Improper stock issue; liability of directors

Section 61 - Unauthorized distributions; liability of directors

Section 62 - Loans to insiders; liability of officers and directors

Section 63 - False statement or report; liability of officers

Section 64 - False articles; liability of officers and incorporators

Section 65 - Good faith and prudence as defense

Section 66 - Contribution

Section 67 - Indemnification of officers and directors

Section 68 - False statement or report; domestic; punishment

Section 69 - False statement or report; other state or country; punishment

Section 70 - Amendments authorized by majority vote

Section 71 - Amendment of articles of organization; authorization by corporation

Section 72 - Articles of amendment; filing; time effective

Section 73 - Amendment on reorganization

Section 74 - Restatement of articles of organization; vote; filing; contents; time effective

Section 75 - Mortgage or disposal of assets; vote; notice of meeting

Section 76 - Dissenting stockholder; right to demand payment for stock

Section 77 - Amendments adversely affecting rights of stockholder

Section 78 - Consolidation or merger of corporations

Section 79 - Consolidation or merger with foreign corporation

Section 80 - Effect of consolidation or merger; rights of creditors

Section 81 - Surviving or new corporation; bond and stock issues to complete merger or consolidation

Section 82 - Merger of subsidiary into parent corporation

Section 83 - Merger of association or trust into corporation

Section 83A - Domestic and foreign limited liability companies

Section 84 - Certificate of filing articles of consolidation or merger

Section 85 - Dissenting stockholder; right to demand payment for stock; exception

Section 86 - Sections applicable to appraisal; prerequisites

Section 87 - Statement of rights of objecting stockholders in notice of meeting; form

Section 88 - Notice of effectiveness of action objected to

Section 89 - Demand for payment; time for payment

Section 90 - Demand for determination of value; bill in equity; venue

Section 91 - Parties to suit to determine value; service

Section 92 - Decree determining value and ordering payment; valuation date

Section 93 - Reference to special master

Section 94 - Notation on stock certificates of pendency of bill

Section 95 - Costs; interest

Section 96 - Dividends and voting rights after demand for payment

Section 97 - Status of shares paid for

Section 98 - Exclusive remedy; exception

Section 99 - Petition for dissolution in supreme judicial court; cases

Section 100 - Voluntary dissolution; manner

Section 101 - Dissolution by state secretary

Section 102 - Continuation for purposes of litigation and settlement of affairs

Section 103 - Petition for distribution; notice

Section 104 - Receivership; dissolved or terminated corporation; jurisdiction; application; powers of receiver

Section 105 - Receivership; corporation as judgment debtor; powers of receiver

Section 106 - Duties of receiver

Section 107 - Dissolution; return; notice to corporation

Section 108 - Revival of dissolved corporation for general or limited purposes; conditions; effect

Section 109 - Annual report; contents

Section 109A - Repealed, 1977, 98, Sec. 6

Section 110 - Repealed, 1965, 685, Sec. 50

Section 111 - Repealed, 1977, 98, Sec. 6

Section 112 - Annual report; failure or refusal to file; penalties

Section 113 - Action to recover penalties and forfeitures; venue; injunction

Section 114 - Filing fees

Section 115 - Conveyance of land

Section 116 - Certificate of good standing