Massachusetts General Laws
Chapter 156 - Business Corporations
Section 12 - Certificate of Incorporation

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

Massachusetts General Laws

Part I - Administration of the Government

Title XXII - Corporations

Chapter 156 - Business Corporations

Section 1 - Definitions

Section 2 - Scope of Chapter

Section 3 - Corporations Not Within Application of Chapter; Adoption of Chapter

Section 4 - Powers

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 13 - Scope of By-Laws

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 30 - Special Meetings

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 35 - Reduction of Capital Stock; Services Rendered by Operatives; Liability; Disproportionate Payments by a Stockholder; Contribution

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 41 - Increase or Reduction of Capital Stock; Changes of Location; Change of Par Value of Capital Stock; Dissolution Proceedings

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