Section 12. Upon the approval and filing as above provided of the articles of organization of a corporation organized under general laws, the state secretary shall issue a certificate of incorporation in the following form:—
THE COMMONWEALTH OF MASSACHUSETTS
Be it known that whereas (the names of the subscribers to the agreement of association) have associated themselves with the intention of forming a corporation under the name of (the name of the corporation), and have complied with the provisions of the statutes of the commonwealth in such case made and provided, as appears from the articles of organization of said corporation, duly approved by the state secretary and recorded in this office: Now, therefore, I (the name of the state secretary), secretary of the commonwealth of Massachusetts, do hereby certify that said (names of the subscribers to the agreement of association), their associates and successors are legally organized and established as, and are hereby made an existing corporation as of (the date of filing of the articles of organization), under the name of (the name of the corporation), with the powers, rights and privileges, and subject to the limitations, duties and restrictions, which by law appertain thereto.
Witness my official signature hereunto subscribed, and the great seal of the commonwealth of Massachusetts hereunto affixed this day of in the year .
The state secretary shall sign the certificate of incorporation and cause the great seal of the commonwealth to be thereto affixed, and such certificate shall have the force and effect of a special charter. The existence of every corporation organized under general laws shall begin upon the filing of the articles of organization in the office of the state secretary. The state secretary shall make a record of the fact of said incorporation and shall create an index in alphabetical order. A certified statement of the fact of incorporation by the state secretary shall be conclusive evidence of such incorporation.
Structure Massachusetts General Laws
Part I - Administration of the Government
Chapter 156 - Business Corporations
Section 3 - Corporations Not Within Application of Chapter; Adoption of Chapter
Section 5 - Holding Stock in Other Corporations; Prohibitions
Section 6 - Agreement of Association; Contents
Section 7 - Corporations Dealing With Real Estate; Duration
Section 8 - First Meeting; Notice; Service; Waiver of Notice
Section 9 - Organization; Selection of Temporary Clerk; Adoption of By-Laws; Election of Officers
Section 10 - Oath to Articles by Directors; Liability to Stockholders
Section 11 - Approval by Secretary of Corporation Documents; Filing of Articles
Section 12 - Certificate of Incorporation
Section 14 - Creation and Issuance of Shares
Section 15 - Consideration for Capital Stock; Instalment Payments
Section 16 - Issuance of Unissued Balance of Authorized Capital Stock; Approval; Filing
Section 17 - Validation of Issue Not Submitted for Approval
Section 18 - Payment of Subscriptions
Section 19 - Subscriptions in Default; Sale of Rights to Subscribe
Section 20 - Instalments in Default; Sale of Rights to Shares
Section 21 - Management of Corporation
Section 22 - Election or Appointment of Officers; Terms; Qualifications
Section 23 - Manufacturing Corporations; Election of Directors by Employees
Section 24 - Certificate of Changes; Submission to Secretary; Filing; Penalty
Section 25 - Board of Directors; Powers
Section 26 - Executive Committee of Board; Duties
Section 27 - Meetings of Board of Directors
Section 28 - Stockholders Meetings; Time; Place; Notice; Quorum; Waiver of Notice
Section 29 - Change in Date of Annual Meeting
Section 31 - Corporate Voting of Own Shares
Section 32 - Voting Rights; Proxies
Section 33 - Certificates; Signatures; Seal; Limitations and Preferences
Section 34 - Replacement of Lost or Destroyed Certificates
Section 36 - Officers' Liability
Section 37 - Directors' Liability
Section 38 - Conditions to Liability; Enforcement of Liability
Section 39 - Discontinuance of Suit; Non-Joinder of Persons Liable; Death of Defendant
Section 40 - Apportionment of Assessment
Section 41a - Change in Number of Shares Without Par Value
Section 41b - Change in Number of Shares With Par Value
Section 41c - Change of Shares Without Par Value to Par Value Shares
Section 42 - Change of Structure; Conveyance of Property
Section 43 - Approval of Amendments or Alterations; Fees
Section 44 - Increase in Capital Stock in Accordance With Sec. 41 or 41c; Content of Articles
Section 45 - Reduction of Capital Stock in Accordance With Sec. 41 or 41c; Content of Articles
Section 46 - Sale, Lease or Exchange of Property and Assets; Remedy of Dissenting Stockholder
Section 46a - Definitions; Organizations Authorized to Merge; Method; Effect of Merger
Section 46b - Corporations Authorized to Consolidate; Method
Section 46c - Effect of Consolidation
Section 46d - Merger or Consolidation With Foreign Corporation; Method; Liability of Directors
Section 46e - Consolidations; Remedy of Dissenting Shareholders
Section 46f - Certificates of Merger or Consolidation; Issuance by State Secretary
Section 47 - Annual Report of Condition; Contents
Section 48 - Annual Report of Condition; Approval; Filing; Public Inspection
Section 50 - Failure to File Report of Condition; Penalty
Section 51 - Appointment of Receiver
Section 52 - Failure to File Certificates or Reports
Section 53 - Filing of Articles of Organization; Fees
Section 54 - Certain Certificates; Determination of Fees
Section 55 - Filing of Other Amendments, Certificates, Statements and Reports; Fees