Massachusetts General Laws
Chapter 156d - Business Corporations
Section 15.06 - Corporate Name of Foreign Corporation

Section 15.06. CORPORATE NAME OF FOREIGN CORPORATION
(a) If the corporate name of a foreign corporation does not satisfy the requirements of section 4.01, the foreign corporation, to obtain or maintain a certificate of authority to transact business in the commonwealth:
(1) may add the word ''corporation'', ''incorporated'', ''company'', or ''limited'', or the abbreviation ''corp.'', ''inc.'', ''co.'', or ''ltd.'', to its corporate name for use in the commonwealth; or
(2) may use a fictitious name to transact business in the commonwealth if its real name is unavailable and it delivers to the secretary of state for filing a copy of the resolution of its board of directors, certified by its secretary, adopting the fictitious name.
(b) Except as authorized by subsections (c) and (d), the corporate name (including a fictitious name) of a foreign corporation may not be the same as, or so similar that it is likely to be mistaken for:
(1) the corporate name or trade name of a corporation organized, authorized to transact business or otherwise lawfully conducting business in the commonwealth;
(2) a corporate name reserved under section 4.02;
(3) the fictitious name of another foreign corporation or entity authorized to transact business or otherwise lawfully conducting business in the commonwealth because its real or trade name is unavailable;
(4) the corporate name or trade name of a not-for-profit corporation organized, authorized to conduct its activities or otherwise lawfully conducting its activities in the commonwealth;
(5) the name or trade name of a partnership, business trust or other entity organized, authorized to transact business or otherwise lawfully conducting business in the commonwealth; or
(6) a trademark or service mark registered with the secretary of state under chapter 110B or 110G.
(c) A foreign corporation may apply to the secretary of state for authorization to use a corporate name that does not comply with the requirements of subsection (b). The secretary of state shall authorize use of the name applied for if:
(1) the other corporation consents to the use in writing and, if required by the secretary of state, submits an undertaking in form satisfactory to the secretary of state to change its name to a name that is not the same as or so similar that it is likely to be mistaken for the name of the applicant; or
(2) the applicant delivers to the secretary of state a certified copy of a final judgment of a court of competent jurisdiction establishing the applicants right to use the name applied for in the commonwealth.
(d) A foreign corporation may use the name, including the fictitious name, or mark of another entity that is used in the commonwealth if the other entity is organized, authorized to transact business or otherwise lawfully conducting business in the commonwealth and the foreign corporation:
(1) has merged with the other entity;
(2) has been formed by reorganization of the other entity; or
(3) has acquired all or substantially all of the assets, including the name and marks, of the other entity.
(e) If a foreign corporation authorized to transact business in the commonwealth changes its corporate name to one that does not satisfy the requirements of section 4.01, it may not transact business in the commonwealth under the changed name until it adopts a name satisfying the requirements of section 4.01 and files with the secretary of state, under section 15.04, an amendment to the certificate required to be filed by it under section 15.03.
(f) Within 90 days after the delivery to the secretary of state for filing of a certificate under section 15.03, or of an amendment to such certificate under section 15.04 that effects an amendment reflecting a change in the name of a foreign corporation used in the commonwealth, any person who is registered, qualified or carrying on business in the commonwealth at that time or who has reserved or registered a name under sections 4.02, 15.03 or 15.04 may protest in writing to the secretary of state that the name used by the foreign corporation in the commonwealth is the same as or so similar that it is likely to be mistaken for the name of such person in violation of this section. In that event, if the secretary of state decides to conduct a hearing regarding the dispute, he shall give notice thereof as soon as possible to the protesting party and the foreign corporation using the name in the commonwealth. If as a result of the hearing or otherwise, the secretary of state determines that the use in the commonwealth of the corporate name violates this section, he shall file a statement withdrawing his approval of the amendment insofar as it relates to the name used by the foreign corporation and shall give written notice thereof to the protesting party and the foreign corporation. The withdrawal of approval shall take effect on the date specified by the secretary of state, which shall be not later than 180 days after the date of the filing which was protested. After the effective date of the withdrawal of approval, the foreign corporation shall have no right to use the name in the commonwealth and may be enjoined from doing business under the name by the superior court upon application of any interested person.

Structure Massachusetts General Laws

Massachusetts General Laws

Part I - Administration of the Government

Title XXII - Corporations

Chapter 156d - Business Corporations

Section 1.01 - Short Title

Section 1.02 - Reservation of Power to Amend or Repeal

Section 1.20 - Filing Requirements

Section 1.21 - Forms

Section 1.22 - Filing, Service and Copying Fees

Section 1.23 - Effective Time and Date of Document

Section 1.24 - Correcting Filed Document

Section 1.25 - Filing Duty of Secretary of State

Section 1.26 - Appeal From Secretary of State's Refusal to File Document

Section 1.27 - Evidentiary Effect of Copy of Filed Document

Section 1.28 - Certificates Regarding Corporations

Section 1.29 - Penalty for Signing False Document

Section 1.30 - Powers

Section 1.40 - Chapter Definitions

Section 1.41 - Notice

Section 1.42 - Number of Shareholders

Section 1.50 - Interpretation of Chapter

Section 2.01 - Incorporators

Section 2.02 - Articles of Organization

Section 2.03 - Incorporation

Section 2.04 - Liability for Pre-Incorporation Transactions

Section 2.05 - Organization of Corporation

Section 2.06 - Bylaws

Section 2.07 - Emergency Bylaws

Section 3.01 - Purposes

Section 3.02 - General Powers

Section 3.03 - Emergency Powers

Section 3.04 - Ultra Vires

Section 4.01 - Corporate Name

Section 4.02 - Reserved Name

Section 5.01 - Registered Office and Registered Agent

Section 5.02 - Change of Registered Office or Registered Agent

Section 5.03 - Resignation of Registered Agent

Section 5.04 - Service on Corporation

Section 6.01 - Authorized Shares

Section 6.02 - Determination of Terms of Class or Series

Section 6.03 - Issued and Outstanding Shares

Section 6.04 - Fractional Shares

Section 6.20 - Subscription for Shares Before Incorporation

Section 6.21 - Issuance of Shares

Section 6.22 - Liability of Shareholders

Section 6.23 - Share Dividends

Section 6.24 - Share Options

Section 6.25 - Form and Content of Certificates

Section 6.26 - Shares Without Certificates

Section 6.27 - Restriction on Transfer of Shares and Other Securities

Section 6.30 - Shareholders' Preemptive Rights

Section 6.31 - Corporation's Acquisition of Its Own Shares

Section 6.40 - Distributions to Shareholders

Section 6.41 - Liability for Improper Distributions

Section 7.01 - Annual Meeting

Section 7.02 - Special Meeting

Section 7.03 - Court-Ordered Meeting

Section 7.04 - Action Without Meeting

Section 7.05 - Notice of Meeting

Section 7.06 - Waiver of Notice

Section 7.07 - Record Date

Section 7.08 - Meetings by Remote Communications; Remote Participation in Meetings

Section 7.20 - Shareholders List for Meeting

Section 7.21 - Voting Entitlement of Shares

Section 7.22 - Proxies

Section 7.23 - Shares Held by Nominees

Section 7.24 - Corporation's Acceptance of Votes

Section 7.25 - Quorum and Voting Requirements for Voting Groups

Section 7.26 - Action by Single and Multiple Voting Groups

Section 7.27 - Greater or Lesser Quorum or Voting Requirements for Shareholders

Section 7.28 - Voting for Directors; Cumulative Voting

Section 7.29 - Form of Shareholder Action

Section 7.30 - Voting Trusts

Section 7.31 - Voting Agreements

Section 7.32 - Shareholder Agreements

Section 7.40 - Subdivision Definitions

Section 7.41 - Standing

Section 7.42 - Demand

Section 7.43 - Stay of Proceedings

Section 7.44 - Dismissal

Section 7.45 - Discontinuance or Settlement

Section 7.46 - Payment of Expenses

Section 7.47 - Applicability to Foreign Corporations

Section 8.01 - Requirement for and Duties of Board of Directors

Section 8.02 - Qualifications of Directors

Section 8.03 - Number and Election of Directors

Section 8.04 - Election of Directors by Certain Classes of Shareholders

Section 8.05 - Terms of Directors Generally

Section 8.06 - Staggered Terms for Directors

Section 8.07 - Resignation of Directors

Section 8.08 - Removal of Directors

Section 8.10 - Vacancy on Board

Section 8.11 - Compensation of Directors

Section 8.20 - Meetings

Section 8.21 - Action Without Meeting

Section 8.22 - Notice of Meeting

Section 8.23 - Waiver of Notice

Section 8.24 - Quorum and Voting

Section 8.25 - Committees

Section 8.30 - General Standards for Directors

Section 8.31 - Director Conflict of Interest

Section 8.32 - Loans to Directors

Section 8.40 - Required Officers

Section 8.41 - Duties of Officers

Section 8.42 - Standards of Conduct for Officers

Section 8.43 - Resignation and Removal of Officers

Section 8.44 - Contract Rights of Officers

Section 8.45 - Certificate of Change in Officers or Directors

Section 8.46 - Instruments Affecting Real Estate

Section 8.50 - Subdivision Definitions

Section 8.51 - Permissible Indemnification

Section 8.52 - Mandatory Indemnification

Section 8.53 - Advance for Expenses

Section 8.54 - Court-Ordered Indemnification and Advance for Expenses

Section 8.55 - Determination and Authorization of Indemnification

Section 8.56 - Officers

Section 8.57 - Insurance

Section 8.58 - Variation by Corporate Action; Application of Subchapter

Section 8.59 - Exclusivity of Subdivision

Section 9.20 - Domestication

Section 9.21 - Action on a Plan of Domestication

Section 9.22 - Articles of Domestication

Section 9.23 - Surrender of Charter Upon Domestication

Section 9.24 - Effect of Domestication

Section 9.25 - Abandonment of a Domestication

Section 9.30 - Nonprofit Conversion

Section 9.31 - Action on a Plan of Nonprofit Conversion

Section 9.32 - Articles of Nonprofit Conversion

Section 9.33 - Surrender of Charter Upon Foreign Nonprofit Conversion

Section 9.34 - Effect of Nonprofit Conversion

Section 9.35 - Abandonment of a Nonprofit Conversion

Section 9.40 - Foreign Nonprofit Domestication and Conversion

Section 9.41 - Articles of Domestication and Conversion

Section 9.42 - Effect of Foreign Nonprofit Domestication and Conversion

Section 9.43 - Abandonment of a Foreign Nonprofit Domestication and Conversion

Section 9.50 - Entity Conversion Authorized; Definitions

Section 9.51 - Plan of Entity Conversion

Section 9.52 - Action on a Plan of Entity Conversion

Section 9.53 - Articles of Entity Conversion

Section 9.54 - Surrender of Charter Upon Conversion

Section 9.55 - Effect of Entity Conversion

Section 9.56 - Abandonment of an Entity Conversion

Section 10.01 - Authority to Amend

Section 10.02 - Amendment Before Issuance of Shares

Section 10.03 - Amendment by Board of Directors and Shareholders; Exception

Section 10.04 - Voting on Amendments by Voting Groups

Section 10.05 - Amendment by Board of Directors

Section 10.06 - Articles of Amendment

Section 10.07 - Restated Articles of Organization

Section 10.08 - Effect of Amendment

Section 10.20 - Amendment by Board of Directors or Shareholders

Section 10.21 - Bylaw Dealing With Quorum or Voting Requirements for Shareholders

Section 10.22 - Bylaw Dealing With Quorum or Voting Requirements for Board of Directors

Section 11.01 - Definitions

Section 11.02 - Merger

Section 11.03 - Share Exchange

Section 11.04 - Action on a Plan of Merger or Share Exchange

Section 11.05 - Merger Between Parent and Subsidiary or Between Subsidiaries

Section 11.06 - Articles of Merger or Share Exchange

Section 11.07 - Effect of Merger or Share Exchange

Section 11.08 - Abandonment of a Merger or Share Exchange

Section 12.01 - Sale of Assets in Regular Course of Business and Mortgage of Assets

Section 12.02 - Sale of Assets Other Than in Regular Course of Business

Section 13.01 - Definitions

Section 13.02 - Right to Appraisal

Section 13.03 - Assertion of Rights by Nominees and Beneficial Owners

Section 13.20 - Notice of Appraisal Rights

Section 13.21 - Notice of Intent to Demand Payment

Section 13.22 - Appraisal Notice and Form

Section 13.23 - Perfection of Rights; Right to Withdraw

Section 13.24 - Payment

Section 13.25 - After-Acquired Shares

Section 13.26 - Procedure if Shareholder Dissatisfied With Payment or Offer

Section 13.30 - Court Action

Section 13.31 - Court Costs and Counsel Fees

Section 14.01 - Dissolution by Incorporators or Initial Directors

Section 14.02 - Dissolution by Board of Directors and Shareholders, or Otherwise in Accordance With Articles of Organization

Section 14.03 - Articles of Dissolution

Section 14.04 - Revocation of Dissolution

Section 14.05 - Effect of Dissolution

Section 14.06 - Known Non-Contingent Claims Against Dissolved Corporation

Section 14.07 - Unknown Claims Against Dissolved Corporation

Section 14.08 - Creation of Reserves as Adequate Provision for Unasserted Product Liability Claims and Known Contingent Claims Against Dissolved Corporation

Section 14.09 - Enforcement of Claims Against Dissolved Corporation

Section 14.20 - Grounds for Administrative Dissolution

Section 14.21 - Procedure for and Effect of Administrative Dissolution

Section 14.22 - Reinstatement Following Administrative Dissolution

Section 14.23 - Appeal From Denial of Reinstatement

Section 14.30 - Grounds for Judicial Dissolution

Section 14.31 - Procedure for Judicial Dissolution

Section 14.32 - Receivership or Custodianship

Section 14.33 - Decree of Dissolution

Section 14.34 - Reorganization Under a Statute of the United States; Effectuation

Section 14.40 - Deposit With Treasurer of the Commonwealth

Section 15.01 - Authority to Transact Business Required

Section 15.02 - Consequences of Transacting Business Without Authority

Section 15.03 - Delivering Certificate by Foreign Corporation

Section 15.04 - Amended Certificate

Section 15.05 - Effect of Filing of Certificate

Section 15.06 - Corporate Name of Foreign Corporation

Section 15.07 - Registered Office and Registered Agent of Foreign Corporation

Section 15.08 - Change of Registered Office or Registered Agent of Foreign Corporation

Section 15.09 - Resignation of Registered Agent of Foreign Corporation

Section 15.10 - Liability to Be Sued; Service on Foreign Corporation

Section 15.11 - False Reports or Statements

Section 15.20 - Withdrawal of Foreign Corporation

Section 15.21 - Automatic Withdrawal Upon Certain Conversions

Section 15.22 - Withdrawal Upon Conversion to a Nonfiling Entity

Section 15.23 - Transfer of Authority

Section 15.30 - Grounds for Revocation

Section 15.31 - Procedure for and Effect of Revocation

Section 15.32 - Appeal From Revocation

Section 16.01 - Corporate Records

Section 16.02 - Inspection of Records by Shareholders

Section 16.03 - Scope of Inspection Right

Section 16.04 - Court-Ordered Inspection

Section 16.05 - Inspection of Records by Directors

Section 16.06 - Exception to Notice Requirement; Consequences of Inability to Deliver Notice

Section 16.20 - Financial Statement for Shareholders

Section 16.21 - By-Law Amendments

Section 16.22 - Annual Report for Secretary of State

Section 17.01 - Application to Existing Domestic Corporations

Section 17.02 - Application to Qualified Foreign Corporations

Section 17.03 - Saving Provisions

Section 17.04 - Severability