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Section 1 - Short Title - Section 1. This chapter shall be known and may be...
Section 2 - Definitions; Corporation; Articles of Organization - Section 2. In this chapter, unless a contrary intention appears:...
Section 3 - Application of Chapter - Section 3. Except so far as such application may be...
Section 4 - Rights and Liabilities of Existing Corporations, Directors, Officers and Stockholders - Section 4. All corporations existing on October first, nineteen hundred...
Section 5 - Adoption of Chapter by Certain Corporations Created by Special Act; Liability for Debts - Section 5. Corporations which would otherwise be within the application...
Section 6 - State Secretary; Duties - Section 6. The state secretary shall examine each document submitted...
Section 6a - Correction of Inaccurate Corporate Records; Filing - Section 6A. Whenever any document authorized or required to be...
Section 7 - Change of Law; Effect - Section 7. All corporations shall be subject to such laws...
Section 8 - Voting by Stockholders; Effect of Articles of Organization or By-Laws - Section 8. (a) Whenever, with respect to any action to...
Section 9 - Corporate Powers; Exceptions - Section 9. Except as otherwise provided in its articles of...
Section 9a - Partnership - Section 9A. If and to the extent authorized by its...
Section 9b - Contracts of Guarantee and Suretyship - Section 9B. A corporation may make contracts of guarantee and...
Section 10 - Unauthorized Exercise of Franchise or Privilege or Transaction of Business; Injunction - Section 10. Upon an information in equity by the attorney...
Section 11 - Name - Section 11. (a) A corporation may assume any name which,...
Section 12 - First Meeting; By-Laws; Officers; Consent to Action; Articles of Organization - Section 12. One or more persons, of the age of...
Section 13 - Articles of Organization; Contents - Section 13. (a) The articles of organization shall state: (1)...
Section 14 - Change of Principal Office - Section 14. The directors of a corporation may at any...
Section 15 - Limitation on Stock Holdings in Certain Other Corporations - Section 15. No corporation, unless authorized by a special act...
Section 16 - Scope of By-Laws - Section 16. A corporation may make by-laws which may contain...
Section 17 - Power to Make, Amend and Repeal By-Laws - Section 17. The power to make, amend or repeal by-laws...
Section 18 - Consideration for Issuance of Stock - Section 18. Capital stock may be issued for cash, tangible...
Section 19 - Payment for Stock; Cash or Instalments; Record; Transfer - Section 19. Stock issued for cash may be paid for...
Section 20 - Pre-Emptive Rights - Section 20. No stockholder shall have any pre-emptive right to...
Section 21 - Unissued Shares; Authority to Issue; Consideration - Section 21. Any unissued capital stock from time to time...
Section 21a - Reacquired Shares; Restoration to Unissued Share Status - Section 21A. Shares of stock previously issued which have been...
Section 22 - Terms of Payment; Demand; Notice of Payment Due - Section 22. In the case of capital stock authorized to...
Section 23 - Stockholders' Liability for Issued Stock - Section 23. Shares of stock issued in accordance with section...
Section 24 - Default of Subscriber; Sale; Deficiency or Surplus; Action; Forfeiture - Section 24. If capital stock issued for cash is to...
Section 25 - Default in Instalment Payments; Sale; Surplus or Deficiency; Action; Forfeiture; Dividends on Forfeited Shares - Section 25. If capital stock is issued payable by instalments,...
Section 26 - Division of Class of Stock Into Series; Variations; Reissue of Restored Shares; Filing of Certificate - Section 26. If the articles of organization so provide, the...
Section 27 - Certificates for Shares Held - Section 27. (a) The shares of a corporation shall be...
Section 28 - Fractional Shares; Scrip; Dividends and Voting Rights; Exchange or Sale - Section 28. Except as otherwise provided in the articles of...
Section 29 - Replacement of Certificates - Section 29. The directors of a corporation may, subject to...
Section 30 - Certificate for Stock Transferred as Collateral Security - Section 30. A pledgee of certificated stock transferred as collateral...
Section 31 - Unclaimed Dividends; Publication - Section 31. Every corporation shall, once in every five years,...
Section 32 - Location of Records; Stock and Transfer Records, Evidence, Exhibition or Refusal, Court Order - Section 32. The original, or attested copies, of the articles...
Section 32a - Restrictions on Exercise, Transfer, Receipt or Holding of Rights or Options Issued by Corporations - Section 32A. The terms and conditions of any rights or...
Section 33 - Annual Stockholders' Meeting - Section 33. There shall be an annual meeting of stockholders...
Section 34 - Special Stockholders' Meeting - Section 34. (a) Special meetings of the stockholders of a...
Section 35 - Place of Stockholders' Meetings - Section 35. Meetings of stockholders shall be held within the...
Section 36 - Notice of Stockholders' Meeting - Section 36. A written notice of the place, date and...
Section 37 - Waiver of Notice - Section 37. Whenever notice of a meeting is required to...
Section 38a - Filing of Certificate - Section 38A. Following any change in the fiscal year previously...
Section 39 - Quorum - Section 39. Unless the articles of organization or by-laws otherwise...
Section 40 - Voting by Corporation - Section 40. No corporation shall directly or indirectly vote any...
Section 41 - Stockholders' Voting Rights; Proxy Regulations - Section 41. Stockholders entitled to vote shall have one vote...
Section 41a - Agreements for Voting Shares - Section 41A. An agreement between two or more stockholders or...
Section 42 - Record Date; Closing Transfer Books - Section 42. The directors may fix in advance a time,...
Section 43 - Consent in Lieu of Stockholders' Meeting; Effect - Section 43. Any action required or permitted to be taken...
Section 44 - Exercise of Stockholders' Rights by Incorporators Prior to Stock Issuance - Section 44. Prior to the initial issue of stock by...
Section 45 - Stockholders' Liability on Distribution Causing Insolvency - Section 45. Stockholders to whom a corporation makes any distribution,...
Section 46 - Stockholder's Action; Qualifications of Plaintiff - Section 46. No stockholder shall institute or maintain any suit...
Section 47 - Directors; Number; Election; Qualifications - Section 47. Except as reserved to the stockholders pursuant to...
Section 48 - Election or Appointment of Officers; Qualifications; Bonds; Records of Proceedings - Section 48. The officers of every corporation shall consist of...
Section 49 - Resident Agent - Section 49. Any corporation may by vote of its directors...
Section 50 - Term of Officers and Directors; Contingent Term; Vacancy - Section 50. Subject to the provisions of section fifty-one, the...
Section 50a - Directors; Staggered Terms; Election for Exemption; Vacancies - Section 50A. (a) Except as provided in paragraph (b) of...
Section 51 - Removal of Officers and Directors - Section 51. Except as otherwise provided in the articles of...
Section 52 - Filling Vacancies - Section 52. Unless the articles of organization provide otherwise, any...
Section 53 - Certificate of Change in Officers or Directors; Forfeiture for Failure to File - Section 53. Whenever any change is made in the directors...
Section 54 - Powers of Directors - Section 54. The directors may exercise all the powers of...
Section 55 - Committees; Delegation of Powers - Section 55. If and to the extent authorized by its...
Section 56 - Meetings of Directors; Necessity of Notice - Section 56. Meetings of the directors may be held within...
Section 57 - Quorum at Directors' Meeting - Section 57. Unless otherwise provided in the by-laws, the number...
Section 58 - Notice of Directors' Meeting - Section 58. The by-laws may prescribe what shall constitute proper...
Section 59 - Consent in Lieu of Directors' Meeting; Effect; Telephone Conference Meetings - Section 59. Unless the articles of organization or the by-laws...
Section 60 - Improper Stock Issue; Liability of Directors - Section 60. If stock of a corporation is issued for...
Section 61 - Unauthorized Distributions; Liability of Directors - Section 61. Directors of a corporation who vote to authorize...
Section 62 - Loans to Insiders; Liability of Officers and Directors - Section 62. The directors who vote for, and the officers...
Section 63 - False Statement or Report; Liability of Officers - Section 63. The directors and officers of a corporation who...
Section 64 - False Articles; Liability of Officers and Incorporators - Section 64. The incorporators and officers of a corporation who...
Section 65 - Good Faith and Prudence as Defense - Section 65. A director, officer or incorporator of a corporation...
Section 66 - Contribution - Section 66. Any director, officer or incorporator against whom a...
Section 67 - Indemnification of Officers and Directors - Section 67. Indemnification of directors, officers, employees and other agents...
Section 68 - False Statement or Report; Domestic; Punishment - Section 68. Whoever knowingly makes, executes, files or publishes any...
Section 69 - False Statement or Report; Other State or Country; Punishment - Section 69. Whoever knowingly makes, executes or publishes any report...
Section 70 - Amendments Authorized by Majority Vote - Section 70. A corporation may authorize, at a meeting duly...
Section 71 - Amendment of Articles of Organization; Authorization by Corporation - Section 71. A corporation may, subject to the provisions of...
Section 72 - Articles of Amendment; Filing; Time Effective - Section 72. After any meeting at which any amendment of...
Section 73 - Amendment on Reorganization - Section 73. (a) Any corporation, a plan of reorganization of...
Section 74 - Restatement of Articles of Organization; Vote; Filing; Contents; Time Effective - Section 74. Every corporation may authorize, at a meeting duly...
Section 75 - Mortgage or Disposal of Assets; Vote; Notice of Meeting - Section 75. (a) Every corporation may, subject to the provisions...
Section 76 - Dissenting Stockholder; Right to Demand Payment for Stock - Section 76. A stockholder in any corporation which shall have...
Section 77 - Amendments Adversely Affecting Rights of Stockholder - Section 77. For the purpose of this chapter, the rights...
Section 78 - Consolidation or Merger of Corporations - Section 78. (a) Any two or more corporations may consolidate...
Section 79 - Consolidation or Merger With Foreign Corporation - Section 79. (a) Any one or more corporations may consolidate...
Section 80 - Effect of Consolidation or Merger; Rights of Creditors - Section 80. (a) Upon the effective date of the consolidation...
Section 81 - Surviving or New Corporation; Bond and Stock Issues to Complete Merger or Consolidation - Section 81. When two or more corporations are consolidated or...
Section 82 - Merger of Subsidiary Into Parent Corporation - Section 82. (a) (1) A corporation owning at least ninety...
Section 83 - Merger of Association or Trust Into Corporation - Section 83. (a) The following words as used in this...
Section 83a - Domestic and Foreign Limited Liability Companies - Section 83A. Any 1 or more corporations may consolidate or...
Section 84 - Certificate of Filing Articles of Consolidation or Merger - Section 84. Upon the payment of a fee of ten...
Section 85 - Dissenting Stockholder; Right to Demand Payment for Stock; Exception - Section 85. A stockholder in any corporation organized under the...
Section 86 - Sections Applicable to Appraisal; Prerequisites - Section 86. If a corporation proposes to take a corporate...
Section 87 - Statement of Rights of Objecting Stockholders in Notice of Meeting; Form - Section 87. The notice of the meeting of stockholders at...
Section 88 - Notice of Effectiveness of Action Objected To - Section 88. The corporation taking such action, or in the...
Section 89 - Demand for Payment; Time for Payment - Section 89. If within twenty days after the date of...
Section 90 - Demand for Determination of Value; Bill in Equity; Venue - Section 90. If during the period of thirty days provided...
Section 91 - Parties to Suit to Determine Value; Service - Section 91. If the bill is filed by the corporation,...
Section 92 - Decree Determining Value and Ordering Payment; Valuation Date - Section 92. After hearing the court shall enter a decree...
Section 93 - Reference to Special Master - Section 93. The court in its discretion may refer the...
Section 94 - Notation on Stock Certificates of Pendency of Bill - Section 94. On motion the court may order stockholder parties...
Section 95 - Costs; Interest - Section 95. The costs of the bill, including the reasonable...
Section 96 - Dividends and Voting Rights After Demand for Payment - Section 96. Any stockholder who has demanded payment for his...
Section 97 - Status of Shares Paid For - Section 97. The shares of the corporation paid for by...
Section 98 - Exclusive Remedy; Exception - Section 98. The enforcement by a stockholder of his right...
Section 99 - Petition for Dissolution in Supreme Judicial Court; Cases - Section 99. A petition for dissolution of a corporation may...
Section 100 - Voluntary Dissolution; Manner - Section 100. Any corporation may be voluntarily dissolved in the...
Section 101 - Dissolution by State Secretary - Section 101. If a corporation has failed to comply with...
Section 102 - Continuation for Purposes of Litigation and Settlement of Affairs - Section 102. Every corporation whose corporate existence for other purposes...
Section 103 - Petition for Distribution; Notice - Section 103. At any time within the period of three...
Section 104 - Receivership; Dissolved or Terminated Corporation; Jurisdiction; Application; Powers of Receiver - Section 104. If the existence of the corporation for other...
Section 105 - Receivership; Corporation as Judgment Debtor; Powers of Receiver - Section 105. If a judgment has been recovered against a...
Section 106 - Duties of Receiver - Section 106. The receivers shall pay all debts due from...
Section 107 - Dissolution; Return; Notice to Corporation - Section 107. If a corporation is dissolved under the authority...
Section 108 - Revival of Dissolved Corporation for General or Limited Purposes; Conditions; Effect - Section 108. If the state secretary finds that the existence...
Section 109 - Annual Report; Contents - Section 109. Every corporation shall annually, on or before the...
Section 112 - Annual Report; Failure or Refusal to File; Penalties - Section 112. If a corporation fails or refuses to file...
Section 113 - Action to Recover Penalties and Forfeitures; Venue; Injunction - Section 113. Penalties or forfeitures incurred by any corporation which...
Section 114 - Filing Fees - Section 114. The commissioner of administration shall determine annually under...
Section 115 - Conveyance of Land - Section 115. Any recordable instrument purporting to affect an interest...
Section 116 - Certificate of Good Standing - Section 116. A corporation shall be deemed to be in...