Massachusetts General Laws
Chapter 155 - General Provisions Relative to Corporations
Section 51a - Distribution of Assets on Petition; Notice; Liability of Directors

Section 51A. At any time within the period of three years or the extension of such period by reason of the pendency of any suit, as provided in section fifty-one, such corporation may petition the supreme judicial or superior court for leave to distribute the whole or part of its assets to the stockholders entitled thereto, and, after notice by certified or registered mail to the secretary and to all known creditors and by publication once a week for three successive weeks in a newspaper of general circulation published in the city or town in which the principal office of the corporation is located, or in the county if no such newspaper is published in said city or town, the court may, after hearing, upon a finding that the interests of creditors, if any, and those of the commonwealth, if any, are reasonably protected, enter a decree permitting such distribution; and the directors shall not be subject to the liability set forth in section thirty-seven of chapter one hundred and fifty-six, on account of their declaration or assent to a dividend, including one or more liquidating dividends, to the stockholders entitled thereto, in accordance with said decree.

Structure Massachusetts General Laws

Massachusetts General Laws

Part I - Administration of the Government

Title XXII - Corporations

Chapter 155 - General Provisions Relative to Corporations

Section 1 - Application of Chapter; Secretary Defined

Section 2 - Examination of Certificates and Reports by State Secretary; Records; Reports

Section 2b - Clinics, Hospitals, Rest Homes, etc., Approval of Articles of Organization and Amendments

Section 3 - Acts of Incorporation and Corporate Organizations Subject to Legislative Action

Section 3a - Public Service Corporations; Deposit of Funds

Section 4 - Public Service Corporations; Misleading Use of Names or Titles

Section 5 - Violations of Sec. 4; Investigation; Penalties; Injunction

Section 5a - Allowances for Depreciation Ordered Set Aside by Department of Utilities or Department of Telecommunications and Cable

Section 6 - General Powers

Section 7 - Content of By-Laws

Section 8 - Conveyance of Land

Section 9 - Name of Corporation; Exception

Section 9a - Reservation of Corporate Name

Section 10 - Change of Name

Section 11 - Unauthorized Business; Restraint by Injunction

Section 12 - Free Hospital Beds for Employees of Corporation; Appropriation

Section 12a - Contributions to Communities

Section 12b - Reciprocal Insurance Contracts; Exchanges

Section 12c - Contributions for Charitable, Scientific or Educational Purposes

Section 13 - Chartered Corporations; Time for Organization; Commencement of Corporate Existence

Section 14 - First Meeting; Holders of Privileges Prior to Organization

Section 15 - Failure, Refusal or Neglect to Call Meeting; Alternative Method

Section 16 - Par Value of Common and Preferred Shares

Section 17 - Issue at Less Than Par

Section 18 - Preferred Stock; Amount; Preferences and Voting Powers; Exceptions

Section 19 - Preferred Stock; Content of Certificate

Section 20 - Increase of Capital Stock; Notice of Vote; Disposition of New Shares

Section 21 - Voting Rights, Etc. of Persons in Representative or Fiduciary Capacity

Section 22 - Records Available for Inspection by Shareholders; Record Date of Right to Vote or to Other Rights

Section 23 - Shareholders List; Filing; Failure to File

Section 45 - Record Transfer of Stock Not Paid For

Section 46 - New Certificates Upon Transfer or Pledge

Section 47 - Publication of Unclaimed Dividend List

Section 48 - False Statements; Penalty

Section 49 - Statement Required by Foreign Law; Penalty for Falsifying

Section 50 - Voluntary Dissolution

Section 50a - Failure to File Reports or Returns; Application of Secretary or Commissioner to Dissolve

Section 51 - Continuation to Close Affairs

Section 51a - Distribution of Assets on Petition; Notice; Liability of Directors

Section 52 - Appointment of Receivers; Powers; Term

Section 53 - Payment of Debts; Distribution of Surplus

Section 54 - Surrender of Certificate of Incorporation; Notice

Section 55 - Return to State Secretary of Decree of Dissolution

Section 56 - Revival of Corporations Dissolved Under Provisions of Sec. 50a