Print Print
  • PART I ADMINISTRATION OF THE GOVERNMENT
  • TITLE XXII CORPORATIONS
  • CHAPTER 156B CERTAIN BUSINESS CORPORATIONS
  • Section 13 Articles of organization; contents

Section 13. (a) The articles of organization shall state:

(1) that the incorporators (stating their names, including their given names, and post office addresses) associate themselves with the intention of forming a corporation;

(2) the name of the corporation;

(3) the purposes for which the corporation is formed;

(4) the total number of shares and the par value, if any, of each class of stock which the corporation is authorized to issue;

(5) if more than one class of stock is authorized, a distinguishing designation for each class and, prior to the issuance of any shares of a class, if shares of any other class are outstanding, a description of the preferences, voting powers, qualifications, and special or relative rights or privileges of that class and of each other class of which shares are outstanding, and of each series then established within any class.

(b) The articles of organization, in addition, may state:

(1) any restrictions imposed upon the transfer of shares of stock of any class;

(11/2) a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director notwithstanding any provision of law imposing such liability; provided, however, that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under section sixty-one or sixty-two, or (iv) for any transaction from which the director derived an improper personal benefit; and

(2) any other lawful provisions for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders.

No provision adopted pursuant to clause (11/2) shall eliminate or limit the liability of a director for any act or omission occurring prior to the date upon which such provision becomes effective.

(c) The form on which articles of organization are filed shall also contain the following information which shall not for any purpose be treated as a permanent part of said articles:

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

(2) the name, residence and post-office address of each of the initial directors and the president, treasurer and clerk of the corporation;

(3) the fiscal year of the corporation initially adopted;

[There is no clause (4).]

(5) the name and business address of the resident agent, if any, of the corporation.