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  • PART I ADMINISTRATION OF THE GOVERNMENT
  • TITLE XXII CORPORATIONS
  • CHAPTER 156 BUSINESS CORPORATIONS
  • Section 12 Certificate of incorporation

Section 12. Upon the approval and filing as above provided of the articles of organization of a corporation organized under general laws, the state secretary shall issue a certificate of incorporation 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), and have complied with the provisions of the statutes of the commonwealth in such case made and provided, as appears from the articles of organization of said corporation, duly approved by the state secretary and recorded in this office: Now, therefore, I (the name of the state secretary), secretary of the commonwealth of Massachusetts, do hereby certify that said (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 as of (the date of filing of the articles of organization), under the name of (the 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 state secretary shall sign the certificate of incorporation 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. The existence of every corporation organized under general laws shall begin upon the filing of the articles of organization in the office of the state secretary. The state secretary shall make a record of the fact of said incorporation and shall create an index in alphabetical order. A certified statement of the fact of incorporation by the state secretary shall be conclusive evidence of such incorporation.