Massachusetts General Laws
Chapter 156 - Business Corporations
Section 14 - Creation and Issuance of Shares

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

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