Section 14. Every corporation in its agreement of association, or in the case of a corporation created by special law, in its articles of organization, or in an amendment to said agreement or articles which may be adopted as hereinafter provided, may create shares of stock with or without par value and may create two or more classes of stock with such preferences, voting powers, restrictions and qualifications thereof as shall be fixed in said agreement or articles or in such amendment. Subject to any provisions so fixed, every share without par value shall be equal to every other such share.
The provisions of law relating to the issue of shares of capital stock with par value shall apply to the issue of shares without par value, and a corporation may issue its authorized shares without par value for such cash, property, tangible or intangible, services or expenses as may be determined from time to time by the board of directors, subject to the provisions of the agreement of association, articles of organization or amendments thereof and, in the case of an increase of capital stock, subject to the vote of stockholders determining the terms and manner of the disposition of the increased stock pursuant to section forty-one, and when the cash or other consideration for which they are to be issued, as stated in the articles of organization, or certificate of issue, or articles of amendment, made pursuant to section ten, sixteen or forty-four, has been received, said shares shall be fully paid stock and not liable to any further call or assessment thereon, nor shall the subscriber or holder be liable for any further payments, except as provided in section thirty-five.
In any case in which the law requires that the par value of the shares of stock of a corporation be stated, it shall be stated, in respect of shares without par value, that such shares are without par value; and wherever the amount of stock, authorized or issued, is required to be stated, if any shares without par value are authorized, the number of shares authorized or issued of the several classes shall be stated, and it shall also be stated whether such shares are with or without par value and what the par value is of such shares as have par value.
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