Massachusetts General Laws
Chapter 156b - Certain Business Corporations
Section 11 - Name

Section 11. (a) A corporation may assume any name which, in the judgment of the state secretary, indicates that it is incorporated; but it shall not assume the name or trade name of another corporation established under the laws of the commonwealth, or of a corporation wherever established, firm, association or person carrying on business in the commonwealth, at the time of incorporation or change of name of the corporation assuming any such name or within three years prior thereto, or assume a name which is under reservation under the laws of the commonwealth for another or proposed corporation wherever established, or assume a name so similar to any of the foregoing as to be likely to be mistaken for it, except with the written consent of the said corporation, firm or association or of such person previously filed with the state secretary. The supreme judicial or superior court shall have jurisdiction in equity, upon the application of any person interested or affected, to enjoin such corporation from doing business under a name assumed in violation of any provision of this section, although articles of organization or articles of amendment may have been approved and filed.
(b) If within thirty days after the date when articles of organization or articles of amendment effecting a change of name of any corporation are filed in the office of the state secretary, any corporation or person in whose name a corporate name is under reservation, or any other corporation or any firm, association or person carrying on business in the commonwealth at the time when such articles are so filed, or within three years prior thereto, shall protest in writing to the state secretary that the name assumed by the corporation is the same as the name, name under reservation or trade name of the party protesting or so similar thereto as to be likely to be mistaken for it, the state secretary shall, as soon as reasonably may be, hear the party protesting and the corporation which assumed the name, giving written notice of the hearing to each. If after the hearing the state secretary shall be of the opinion that the assuming of the name violates any provision of this section he shall file a statement withdrawing his approval of said articles of organization or articles of amendment in so far as they relate to the name assumed by the corporation and give written notice thereof to the party protesting and to the corporation, such withdrawal to take effect sixty days after the date of filing. After the expiration of said period of sixty days, the corporation shall have no right to use the name assumed and may be enjoined from doing business under such name by the supreme judicial or superior court upon application of the attorney general or any person interested or affected.
(c) Any person intending to organize a corporation, or any corporation intending to change its name, may reserve the exclusive right to the use of a corporate name. The reservation shall be made by filing with the state secretary an application to reserve a specific corporate name, signed by the applicant. If the name is available for corporate use under the laws of the commonwealth, the state secretary shall reserve the name for the exclusive use of the applicant for a period of thirty days. The state secretary may extend the reservation for an additional thirty days upon written request of the applicant.
(d) The fee for the reservation of a name, or the extension of a reservation, shall be determined annually by the commissioner of administration under the provision of section three B of chapter seven and payment of the fee shall accompany the application.

Structure Massachusetts General Laws

Massachusetts General Laws

Part I - Administration of the Government

Title XXII - Corporations

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 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 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