Section 9. The president, treasurer and a majority of the directors shall forthwith make, sign and swear to a certificate setting forth a true copy of the agreement of association with the names of the subscribers thereto, the date of the first meeting and the successive adjournments thereof, if any, and shall submit such certificate and also the records of the corporation to the secretary, who shall examine the same, and who may require such other evidence as he may judge necessary. If it appears that the requirements of the preceding sections, and of sections five and six of chapter one hundred and sixty-four in the case of gas and electric companies, preliminary to the establishment of the corporation have been complied with, the secretary shall so certify and approve the certificate by his endorsement thereon. Such certificate shall thereupon be filed by said officers in the office of the state secretary, who, upon payment of the fee hereinafter provided, shall issue a certificate 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), for the purpose (the purpose declared in the agreement of association), with a capital of (the amount of capital fixed in the agreement of association), and have complied with the provisions of the statutes of this commonwealth in such case made and provided, as appears from the certificate of the president, treasurer and directors of said corporation, duly approved by the state secretary and recorded in this office: Now, therefore, I, (the name of the secretary), secretary of the commonwealth of Massachusetts, do hereby certify that said (the 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 under the name of (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 date of execution of the certificate).
The state secretary shall sign the same 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 and shall be conclusive evidence of the existence of such corporation. He shall also cause a record of such certificate to be made, and a certified copy of such record may be given in evidence with like effect as the original certificate.
Structure Massachusetts General Laws
Part I - Administration of the Government
Chapter 158 - Certain Miscellaneous Corporations
Section 1 - Application of Chapter; Secretary Defined
Section 3 - Corporations Formed to Furnish Steam, Hot Water, or Hydrostatic or Pneumatic Pressure
Section 4 - Number of Incorporators; Capital
Section 5 - Contents of Agreement of Association
Section 7 - Subscribers to Hold Franchise; Distribution of Shares
Section 9 - Submission of Details of Organization to Secretary; Approval; Certificate
Section 10 - Business Powers of Corporation
Section 11 - Alteration, Addition to or Change of Business
Section 12 - Digging Up or Opening Streets or Highways; Qualified Corporations
Section 13 - Highway Defects Caused by Corporation; Liability
Section 14 - Pipes or Conductors in Street; Regulation by Municipality
Section 15 - Corporations for Introduction and Propagation of Herrings and Alewives; Local Permit
Section 17 - Safe Deposit Boxes; Definitions; Insurance Notice; Overdue Rentals; Affidavit
Section 18 - Management by Officers; Selection of President
Section 19 - Selection of Directors, Clerk, Treasurer and Other Agents and Officers; Term
Section 20 - Clerk's Duties; Treasurer's Bond
Section 21 - Entitlement to Stock Certificates
Section 22 - Lost Certificates
Section 23 - Special Charter Corporations; Fixing and Limiting of Capital Stock
Section 24 - Increase or Reduction of Capital Stock
Section 26 - Employees' Stock; Issuance
Section 27 - Employees' Stock; Dividends
Section 28 - Employees' Stock; Transfer; Redemption; Limitation Upon Number of Shares
Section 29 - Assessment Upon Shares
Section 30 - Failure to Pay Assessment; Sale of Shares
Section 31 - Notice of Sale; Transfer of Shares Sold
Section 32 - Commencement of Business; Payment of Capital Stock
Section 33 - Payment for Capital Stock
Section 36 - Correction of Defective Proceedings; Procedure
Section 37 - Annual Certificate of Condition
Section 38 - Failure to File Annual Certificate; Dissolution
Section 39 - Certificate of Increase of Capital Stock; Filing
Section 40 - Certificate of Reduction of Capital Stock; Filing
Section 41 - Submission of Certificate to Secretary; Approval; Filing; Fee
Section 42 - Penalties for Omitting to File Certificates
Section 44 - Officers; Liability for Debts and Contracts
Section 45 - Members or Stockholders; Liability for Debts and Contracts
Section 46 - Conditions to Liability
Section 47 - Right of Judgment Creditor to Officer and Shareholder List
Section 48 - Refusal to Give List; False List; Penalty
Section 49 - Bill in Equity Against Officers and Stockholders
Section 50 - Proportionate Assessment of Shareholders
Section 51 - Death of a Defendant
Section 52 - Dismissal; Notice
Section 53 - Non-Joinder of Parties; Abatement
Section 54 - Defense by Officer or Stockholder of Action Against Corporation