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The 190th General Court of the Commonwealth of Massachusetts

Section 14: Creation and issuance of shares

Section 14. Every corporation in its agreement of association, or in the case of a corporation created by special law, in its articles of organization, or in an amendment to said agreement or articles which may be adopted as hereinafter provided, may create shares of stock with or without par value and may create two or more classes of stock with such preferences, voting powers, restrictions and qualifications thereof as shall be fixed in said agreement or articles or in such amendment. Subject to any provisions so fixed, every share without par value shall be equal to every other such share.

The provisions of law relating to the issue of shares of capital stock with par value shall apply to the issue of shares without par value, and a corporation may issue its authorized shares without par value for such cash, property, tangible or intangible, services or expenses as may be determined from time to time by the board of directors, subject to the provisions of the agreement of association, articles of organization or amendments thereof and, in the case of an increase of capital stock, subject to the vote of stockholders determining the terms and manner of the disposition of the increased stock pursuant to section forty-one, and when the cash or other consideration for which they are to be issued, as stated in the articles of organization, or certificate of issue, or articles of amendment, made pursuant to section ten, sixteen or forty-four, has been received, said shares shall be fully paid stock and not liable to any further call or assessment thereon, nor shall the subscriber or holder be liable for any further payments, except as provided in section thirty-five.

In any case in which the law requires that the par value of the shares of stock of a corporation be stated, it shall be stated, in respect of shares without par value, that such shares are without par value; and wherever the amount of stock, authorized or issued, is required to be stated, if any shares without par value are authorized, the number of shares authorized or issued of the several classes shall be stated, and it shall also be stated whether such shares are with or without par value and what the par value is of such shares as have par value.