Chapter 156B: CERTAIN BUSINESS CORPORATIONS
- Section 1 Short title
- Section 2 Definitions; corporation; articles of organization
- Section 3 Application of chapter
- Section 4 Rights and liabilities of existing corporations, directors, officers and stockholders
- Section 5 Adoption of chapter by certain corporations created by special act; liability for debts
- Section 6 State secretary; duties
- Section 6A Correction of inaccurate corporate records; filing
- Section 7 Change of law; effect
- Section 8 Voting by stockholders; effect of articles of organization or by-laws
- Section 9 Corporate powers; exceptions
- Section 9A Partnership
- Section 9B Contracts of guarantee and suretyship
- Section 10 Unauthorized exercise of franchise or privilege or transaction of business; injunction
- Section 11 Name
- Section 12 First meeting; by-laws; officers; consent to action; articles of organization
- Section 13 Articles of organization; contents
- Section 14 Change of principal office
- Section 15 Limitation on stock holdings in certain other corporations
- Section 16 Scope of by-laws
- Section 17 Power to make, amend and repeal by-laws
- Section 18 Consideration for issuance of stock
- Section 19 Payment for stock; cash or instalments; record; transfer
- Section 20 Pre-emptive rights
- Section 21 Unissued shares; authority to issue; consideration
- Section 21A Reacquired shares; restoration to unissued share status
- Section 22 Terms of payment; demand; notice of payment due
- Section 23 Stockholders' liability for issued stock
- Section 24 Default of subscriber; sale; deficiency or surplus; action; forfeiture
- Section 25 Default in instalment payments; sale; surplus or deficiency; action; forfeiture; dividends on forfeited shares
- Section 26 Division of class of stock into series; variations; reissue of restored shares; filing of certificate
- Section 27 Certificates for shares held
- Section 28 Fractional shares; scrip; dividends and voting rights; exchange or sale
- Section 29 Replacement of certificates
- Section 30 Certificate for stock transferred as collateral security
- Section 31 Unclaimed dividends; publication
- Section 32 Location of records; stock and transfer records, evidence, exhibition or refusal, court order
- Section 32A Restrictions on exercise, transfer, receipt or holding of rights or options issued by corporations
- Section 33 Annual stockholders' meeting
- Section 34 Special stockholders' meeting
- Section 35 Place of stockholders' meetings
- Section 36 Notice of stockholders' meeting
- Section 37 Waiver of notice
- Section 38 Repealed, 1986, 186, Sec. 7
- Section 38A Filing of certificate
- Section 39 Quorum
- Section 40 Voting by corporation
- Section 41 Stockholders' voting rights; proxy regulations
- Section 41A Agreements for voting shares
- Section 42 Record date; closing transfer books
- Section 43 Consent in lieu of stockholders' meeting; effect
- Section 44 Exercise of stockholders' rights by incorporators prior to stock issuance
- Section 45 Stockholders' liability on distribution causing insolvency
- Section 46 Stockholder's action; qualifications of plaintiff
- Section 47 Directors; number; election; qualifications
- Section 48 Election or appointment of officers; qualifications; bonds; records of proceedings
- Section 49 Resident agent
- Section 50 Term of officers and directors; contingent term; vacancy
- Section 50A Directors; staggered terms; election for exemption; vacancies
- Section 51 Removal of officers and directors
- Section 52 Filling vacancies
- Section 53 Certificate of change in officers or directors; forfeiture for failure to file
- Section 54 Powers of directors
- Section 55 Committees; delegation of powers
- Section 56 Meetings of directors; necessity of notice
- Section 57 Quorum at directors' meeting
- Section 58 Notice of directors' meeting
- Section 59 Consent in lieu of directors' meeting; effect; telephone conference meetings
- Section 60 Improper stock issue; liability of directors
- Section 61 Unauthorized distributions; liability of directors
- Section 62 Loans to insiders; liability of officers and directors
- Section 63 False statement or report; liability of officers
- Section 64 False articles; liability of officers and incorporators
- Section 65 Good faith and prudence as defense
- Section 66 Contribution
- Section 67 Indemnification of officers and directors
- Section 68 False statement or report; domestic; punishment
- Section 69 False statement or report; other state or country; punishment
- Section 70 Amendments authorized by majority vote
- Section 71 Amendment of articles of organization; authorization by corporation
- Section 72 Articles of amendment; filing; time effective
- Section 73 Amendment on reorganization
- Section 74 Restatement of articles of organization; vote; filing; contents; time effective
- Section 75 Mortgage or disposal of assets; vote; notice of meeting
- Section 76 Dissenting stockholder; right to demand payment for stock
- Section 77 Amendments adversely affecting rights of stockholder
- Section 78 Consolidation or merger of corporations
- Section 79 Consolidation or merger with foreign corporation
- Section 80 Effect of consolidation or merger; rights of creditors
- Section 81 Surviving or new corporation; bond and stock issues to complete merger or consolidation
- Section 82 Merger of subsidiary into parent corporation
- Section 83 Merger of association or trust into corporation
- Section 83A Domestic and foreign limited liability companies
- Section 84 Certificate of filing articles of consolidation or merger
- Section 85 Dissenting stockholder; right to demand payment for stock; exception
- Section 86 Sections applicable to appraisal; prerequisites
- Section 87 Statement of rights of objecting stockholders in notice of meeting; form
- Section 88 Notice of effectiveness of action objected to
- Section 89 Demand for payment; time for payment
- Section 90 Demand for determination of value; bill in equity; venue
- Section 91 Parties to suit to determine value; service
- Section 92 Decree determining value and ordering payment; valuation date
- Section 93 Reference to special master
- Section 94 Notation on stock certificates of pendency of bill
- Section 95 Costs; interest
- Section 96 Dividends and voting rights after demand for payment
- Section 97 Status of shares paid for
- Section 98 Exclusive remedy; exception
- Section 99 Petition for dissolution in supreme judicial court; cases
- Section 100 Voluntary dissolution; manner
- Section 101 Dissolution by state secretary
- Section 102 Continuation for purposes of litigation and settlement of affairs
- Section 103 Petition for distribution; notice
- Section 104 Receivership; dissolved or terminated corporation; jurisdiction; application; powers of receiver
- Section 105 Receivership; corporation as judgment debtor; powers of receiver
- Section 106 Duties of receiver
- Section 107 Dissolution; return; notice to corporation
- Section 108 Revival of dissolved corporation for general or limited purposes; conditions; effect
- Section 109 Annual report; contents
- Section 109A Repealed, 1977, 98, Sec. 6
- Section 110 Repealed, 1965, 685, Sec. 50
- Section 111 Repealed, 1977, 98, Sec. 6
- Section 112 Annual report; failure or refusal to file; penalties
- Section 113 Action to recover penalties and forfeitures; venue; injunction
- Section 114 Filing fees
- Section 115 Conveyance of land
- Section 116 Certificate of good standing