Massachusetts General Laws
Chapter 158 - Certain Miscellaneous Corporations
Section 9 - Submission of Details of Organization to Secretary; Approval; Certificate

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

Massachusetts General Laws

Part I - Administration of the Government

Title XXII - Corporations

Chapter 158 - Certain Miscellaneous Corporations

Section 1 - Application of Chapter; Secretary Defined

Section 2 - Formation

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 6 - First Meeting

Section 7 - Subscribers to Hold Franchise; Distribution of Shares

Section 8 - Organization

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 16 - Water, Gas, Power and Wire Communication Corporations; Interest Upon Advance Payments by Customers

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 25 - Special 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 34 - Proxies

Section 35 - Quorum

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 43 - Filing Fees

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