Section 1.01 – Short Title
Section 1.01 SHORT TITLE This chapter shall be known and may be cited as the ”Massachusetts Business Corporation Act”.
Section 1.02 – Reservation of Power to Amend or Repeal
Section 1.02. RESERVATION OF POWER TO AMEND OR REPEAL The General Court of the commonwealth has power to amend or repeal all or part of this Act at any time and all domestic and foreign corporations subject to this Act are governed by the amendment or repeal.
Section 1.20 – Filing Requirements
Section 1.20. FILING REQUIREMENTS (a) To be entitled to filing with the secretary of state, a document shall satisfy the requirements of this section, any other section of this chapter that adds to or varies from these requirements, any applicable forms or regulations promulgated by the secretary of state hereunder, and any other relevant laws […]
Section 1.21 – Forms
Section 1.21. FORMS (a) The secretary of state may prescribe and furnish on request forms for any documents to be filed under this chapter. If the secretary of state so requires, use of these forms is mandatory. (b) The secretary of state may accept for filing a document that contains the information required by this […]
Section 1.22 – Filing, Service and Copying Fees
Section 1.22. FILING, SERVICE AND COPYING FEES The commissioner of administration shall issue regulations prescribing fees for the filing and copying of documents, the issuance of certificates and the handling of service of process under this chapter.
Section 1.23 – Effective Time and Date of Document
Section 1.23. EFFECTIVE TIME AND DATE OF DOCUMENT (a) Except as provided in subsection (b) and in subsection (c) of section 1.24, a document that is filed by the secretary of state pursuant to section 1.25 is effective: (1) at the time and on the date when it was approved for filing by the secretary […]
Section 1.24 – Correcting Filed Document
Section 1.24. CORRECTING FILED DOCUMENT (a) A domestic or foreign corporation may correct a document filed by the secretary of state if the document (1) contains a typographical error or an incorrect statement or (2) was defectively executed, attested, sealed, verified, or acknowledged. (b) A document is corrected: (1) by preparing articles of correction that […]
Section 1.25 – Filing Duty of Secretary of State
Section 1.25. FILING DUTY OF SECRETARY OF STATE (a) Upon receipt of a document for filing, except an annual report filed pursuant to section 16.22, the secretary of state shall record the date and time of receipt on or with the document and, if the person submitting the document or his representative so requests, furnish […]
Section 1.26 – Appeal From Secretary of State's Refusal to File Document
Section 1.26. APPEAL FROM SECRETARY OF STATE’S REFUSAL TO FILE DOCUMENT If the secretary of state refuses to file a document delivered to his office for filing, the person attempting to file may appeal that refusal. Such an appeal must be commenced within 90 days after the return of the document to the superior court […]
Section 1.27 – Evidentiary Effect of Copy of Filed Document
Section 1.27. EVIDENTIARY EFFECT OF COPY OF FILED DOCUMENT A certified copy of a document filed by the secretary of state is conclusive evidence that the original document is on file with the secretary of state.
Section 1.28 – Certificates Regarding Corporations
Section 1.28. CERTIFICATES REGARDING CORPORATIONS. (a) Anyone may apply to the secretary of state to furnish a certificate of legal existence for a domestic corporation. A certificate of legal existence shall set forth: (1) the name of the corporation; (2) the date the corporation was organized under the laws of the commonwealth; and (3) that […]
Section 1.29 – Penalty for Signing False Document
Section 1.29. PENALTY FOR SIGNING FALSE DOCUMENT (a) A person commits an offense if he signs a document that he knows is false in any material respect with intent that the document be delivered to the secretary of state for filing. (b) The secretary of state shall refer to the attorney general for action evidence […]
Section 1.30 – Powers
Section 1.30. POWERS The secretary of state has the power reasonably necessary to perform the duties required of him by this chapter, including the power to promulgate regulations, prescribe forms and fees and adopt policies in order to implement this chapter.
Section 1.40 – Chapter Definitions
Section 1.40. CHAPTER DEFINITIONS (a) As used in this chapter the following words shall have the following meanings, unless the context requires otherwise: ”Articles of organization”, the original and any amended and restated articles of organization and articles of merger, and special acts of incorporation, as amended from time to time by various articles and […]
Section 1.41 – Notice
Section 1.41. NOTICE (a) Notice under this chapter shall be in writing unless oral notice is reasonable under the circumstances. Notice by electronic transmission is written notice. (b) Notice may be communicated in person; by telephone, voice mail, telegraph, teletype, or other electronic means; by mail; by electronic transmission; or by messenger or delivery service. […]
Section 1.42 – Number of Shareholders
Section 1.42. NUMBER OF SHAREHOLDERS (a) For purposes of this chapter, except as provided in subsection (c), the following identified as a shareholder in a corporation’s current record of shareholders constitutes one shareholder: (1) three or fewer co-owners; (2) a corporation, partnership, trust, estate, or other entity; (3) the trustees, guardians, custodians, or other fiduciaries […]
Section 1.50 – Interpretation of Chapter
Section 1.50. INTERPRETATION OF CHAPTER In interpreting this chapter, in the absence of controlling Massachusetts precedent on any matter, consideration shall be given to the following: Inasmuch as predictability is important in the conduct of the affairs of Massachusetts corporations and in their relations with corporations organized under the laws of other jurisdictions, significant weight […]
Section 10.01 – Authority to Amend
Section 10.01. AUTHORITY TO AMEND (a) A corporation may amend its articles of organization at any time to add or change a provision that is required or permitted in the articles of organization as of the effective date of the amendment or to delete a provision not required in the articles of organization. (b) A […]
Section 10.02 – Amendment Before Issuance of Shares
Section 10.02. AMENDMENT BEFORE ISSUANCE OF SHARES If a corporation has not yet issued shares, its board of directors, or its incorporators if it has no board of directors, may adopt one or more amendments to the corporation’s articles of organization.
Section 10.03 – Amendment by Board of Directors and Shareholders; Exception
Section 10.03. AMENDMENT BY BOARD OF DIRECTORS AND SHAREHOLDERS; EXCEPTION If a corporation has issued shares, an amendment to the articles of organization shall be adopted in the following manner: (a) The proposed amendment must be adopted by the board of directors. (b) Except as provided in sections 10.05, 10.07, and 14.34, after adopting the […]