Session Laws

Be it enacted by the Senate and House of Representatives in General Court assembled, and by the authority of the same, as follows:

SECTION 1. Paragraph (c) of section 13 of chapter 156B of the General Laws, as appearing in the 1990 Official Edition, is hereby amended by striking out clause (1) and inserting in place thereof the following clause:-

(1) the street address of the initial principal office of the corporation in the commonwealth.

SECTION 2. Said chapter 156B is hereby further amended by striking out section 14, as so appearing, and inserting in place thereof the following section:-

Section 14. The directors of a corporation may at any time, and from time to time, change the principal office of the corporation in the commonwealth; provided, however, that no such change shall be effective until a certificate of such change specifying the street address of its new principal office in the commonwealth signed under penalties of perjury by the clerk or assistant clerk of the corporation, or an annual report specifying the street address of its new principal office in the commonwealth, has been filed with the state secretary.

SECTION 3. Subsection (d) of section 78 of said chapter 156B, as so appearing, is hereby amended by striking out clause (1) and inserting in place thereof the following clause:-

(1) the street address of the initial principal office of the resulting or surviving corporation in the commonwealth.

SECTION 4. Said subsection (d) of said section 78 of said chapter 156B, as so appearing, is hereby further amended by striking out clause (4).

SECTION 5. Subsection (c) of section 100 of said chapter 156B, as so appearing, is hereby amended by striking out clause (1) and inserting in place thereof the following clause:-

(1) the name of the corporation and the street address of the principal office in the commonwealth.

SECTION 6. Section 109 of said chapter 156B, as so appearing, is hereby amended by striking out paragraph (5).

SECTION 7. Section 6 of chapter 180 of the General Laws, as so appearing, is hereby amended by striking out the fourth paragraph and inserting in place thereof the following two paragraphs:-

Indemnification of directors, officers, employees and other agents of a corporation and persons who serve at its request as directors, officers, employees or other agents of another organization or who serve at its request in a capacity with respect to any employee benefit plan may be provided by it to whatever extent shall be specified in or authorized by (i) the articles of organization or (ii) a by-law adopted by the incorporators pursuant to section three or by the members or (iii) a vote adopted by a majority of the members entitled to vote on the election of directors.

The provisions of this section shall apply to by-laws adopted by the incorporator regardless of whether such by-laws were authorized or adopted at any time prior to the effective date of this act.

SECTION 8. Said chapter 180 is hereby further amended by inserting after section 6C the following section:-

Section 6D. Following any change in the board with the power of directors, and presiding financial and recording officers with the powers of president, treasurer, and clerk, the corporation may file in the office of the state secretary a certificate of such change signed under penalties of perjury by the recording officer.

SECTION 9. Chapter 181 of the General Laws is hereby amended by striking out section 4, as appearing in the 1990 Official Edition, and inserting in place thereof the following section:-

Section 4. Every foreign corporation doing business in the commonwealth shall file with the state secretary, within ten days after it commences doing business in the commonwealth, a certificate signed under penalties of perjury by its president or a vice-president and its clerk or an assistant clerk, or secretary or an assistant secretary, in such form as the state secretary shall require, stating:

(1) the exact name of the foreign corporation, including any words or abbreviations indicating incorporated or limited liability, and if the name of the corporation does not comply with the provisions of section five, the name to be assumed by the corporation for use in transacting business in the commonwealth pursuant to section five A;

(2) the location of its principal office;

(3) the location of its local office, if any, and the name and street address of its resident agent;

(4) a brief description of the activities of the foreign corporation within the commonwealth;

(5) the location of its local office, if any, and the name and street address in the commonwealth of its resident agent;

(6) the name and business addresses of its president, treasurer, clerk or secretary and directors;

(7) the fiscal year of the corporation;

(8) the date of its organization and the jurisdiction under the laws of which it is organized;

(9) the duration of its existence; and

(10) a statement of the fees imposed, by the laws of the jurisdiction under whose laws the foreign corporation has been established, organized or chartered, on corporations organized under the laws of the commonwealth or their agents doing business in that jurisdiction.

Attached to said certificate shall be a certificate of legal existence of such foreign corporation issued by an officer or agency properly authorized in the state or country in which such foreign corporation was organized or other evidence of legal existence acceptable to the secretary. If such certificate or other evidence of such legal existence is in a language other than English, a translation thereof, under oath of the translation, shall also be attached.

Every foreign corporation doing business in the commonwealth shall file with the state secretary an amended certificate signed under penalties of perjury by its president or a vice president and its clerk or assistant clerk, or its secretary or assistant secretary, in such form as the state secretary shall require, setting forth any change in information concerning the name, principal office location, description of corporate activities, the name or street address of its resident agent, its fiscal year end, or the jurisdiction under the laws of which it is organized or governed, within sixty days of the effective date of such change.

If the amendment involves a change of name or jurisdiction, a certificate of such change issued by an officer or agency properly authorized in the state or country in which such foreign corporation is organized and acceptable to the state secretary shall be attached to the amended certificate.

Following any change in the information concerning the location of its local office, the names and business address of its president, treasurer, clerk or secretary and director, or the duration of its existence, the corporation may file an amended certificate specifying such change with the state secretary. The certificate shall be signed under penalties of perjury by the clerk or assistant clerk or the secretary or assistant secretary.

Every such corporation shall annually, on or before the fifteenth day of the third month following the close of its fiscal year, prepare and submit to the state secretary a report signed under penalties of perjury by an officer of the corporation in such form as the state secretary shall require stating:

(1) the exact name of the foreign corporation including any words or abbreviations indicating incorporated or limited liability, and if the name of the corporation does not comply with provisions of section five, the name to be assumed by the corporation for use in transacting business in the commonwealth pursuant to section five A;

(2) the location of its principal office;

(3) the location of its local office, if any, and the name and street address of its resident agent;

(4) the name and business address of its president, treasurer, and clerk or secretary and of all the directors of the foreign corporation, and the date upon which the term of office of each expires; and

(5) the amount of its capital stock, authorized and issued, including the number and par value, if any, of its shares.

SECTION 10. Said chapter 181 is hereby further amended by inserting after section 4, as so appearing, the following section:-

Section 4A. Each resident agent appointed by a foreign corporation pursuant to section four shall be either an individual who is resident of and has a business address in the commonwealth, a domestic corporation or a corporation organized under the laws of any other state of the United States, which has complied with the provisions of this section and which has an office in the commonwealth.

Any resident agent of a corporation may resign as such agent by filing with the state secretary a certificate signed under penalties of perjury by such agent setting forth the fact of his resignation and the effective date thereof, which shall be not less than thirty days after the date of the filing of such certificate, and stating that a copy of such certificate has been mailed, postage prepaid, to the corporation at the address of the principal office of the corporation.

SECTION 11. Said chapter 181 is hereby further amended by striking out section 15, as so appearing, and inserting in place thereof the following section:-

Section 15. Foreign corporations shall be liable to be sued and to have their property attached in the same manner and to the same extent as individuals who are residents of other states.

Every foreign corporation doing business in the commonwealth which has not complied with the provisions of section four and every foreign corporation which has complied with such provisions but whose resident agent cannot, after a diligent search by an officer authorized to serve legal process, be found at the business address of such resident agent stated in its most recent certificate filed with the state secretary pursuant to this chapter and every foreign corporation whose resident agent refuses to act as such, shall be deemed to have appointed the state secretary and his successor in office to be its true and lawful attorney upon whom all lawful process in any action or proceeding may be served so long as any liability incurred in the commonwealth while it was doing business shall remain outstanding.

Service of process in all actions and proceedings in the commonwealth against such a foreign corporation may be made upon the state secretary. Service of process in all actions and proceedings in the commonwealth against a foreign corporation formerly doing business in the commonwealth that has not complied with the provision of section four, or against a foreign corporation formerly doing business in the commonwealth that has withdrawn from the commonwealth pursuant to this chapter, may be made upon the state secretary if the action or proceeding involves a liability alleged to have been incurred by the foreign corporation while it was doing business in the commonwealth.

When lawful process in any action or proceeding against any foreign corporation which pursuant to this section may be made upon the state secretary is served upon the state secretary, the state secretary shall immediately forward the process by mail, postage prepaid, directed to such corporation at its last known principal office or, in the case of a foreign corporation established in a foreign country, to the resident manager, if any, in the United States. A fee of ten dollars shall be paid by the plaintiff to the state secretary at the time of the service and such fees shall be taxed in his costs, if he prevails in the suit. The state secretary shall keep a record of all such processes, which shall show the day of service.

In the case of service of process on a foreign corporation that has not complied with section four, the notice herein provided for shall be mailed by the state secretary to the proper address of the foreign corporation furnished to him by the plaintiff or his attorney.

Service of process upon a foreign corporation for violation of any criminal law of the commonwealth may be made in the manner hereinabove provided except that no fee shall be paid to the state secretary.

SECTION 12. Said chapter 181 is hereby further amended by adding the following section:-

Section 17. (1) The certificate of authority of a foreign corporation to conduct affairs in this state may be revoked by the state secretary if:

(a) the corporation fails to comply with the provisions of law requiring the filing of reports with the state secretary or tax returns with the commissioner of revenue for two or more consecutive years; or

(b) the corporation has failed to file an amended certificate as required by section four.

(2) No certificate of authority of a foreign corporation shall be revoked by the state secretary until he has given the corporation not less than ninety days notice thereof by mail addressed to its principal office as stated in its foreign corporation certificate. If the corporation fails to file such reports or pay any fees, changes or penalties or file the required amended certificate, upon the expiration of ninety days after the mailing of notice by the state secretary, the authority of the foreign corporation to conduct affairs in the commonwealth shall cease.

SECTION 13. Every foreign corporation which shall have complied with the provisions of section four of chapter 181 of the General Laws prior to the effective date of this act, shall within one hundred and eighty days after such effective date, comply with the provision of said section four, as amended by section nine of this act.