Print Print
  • PART I ADMINISTRATION OF THE GOVERNMENT
  • TITLE XXII CORPORATIONS
  • CHAPTER 156D BUSINESS CORPORATIONS
  • Section 1.40 Chapter definitions

Section 1.40. CHAPTER DEFINITIONS

(a) As used in this chapter the following words shall have the following meanings, unless the context requires otherwise:

“Articles of organization”, the original and any amended and restated articles of organization and articles of merger, and special acts of incorporation, as amended from time to time by various articles and certificates provided for by this chapter.

“Authorized shares”, the shares of all classes a domestic or foreign corporation is authorized to issue.

“Conspicuous”, written so that a reasonable person against whom the writing is to operate should have noticed it.

“Corporation”, “domestic corporation” or “domestic business corporation”, a corporation for profit, which is not a foreign corporation, incorporated under or subject to this chapter.

“Deliver”, any method of delivery used in conventional commercial practice, including mailing, delivery by hand, messenger or delivery service and delivery by electronic transmission; however the secretary of state is not required to accept delivery of electronic documents or transmissions unless he adopts regulations authorizing this practice.

“Distribution”, a direct or indirect transfer of money or other property, except its own shares, or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution includes a declaration or payment of a dividend; a purchase, redemption, or other acquisition of shares; a distribution of indebtedness; and a distribution in voluntary or involuntary liquidation.

“Domestic other entity”, an other entity organized under the laws of the commonwealth.

“Effective date of notice”, as defined in section 1.41.

“Electronic document” or “electronic transmission”, any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval and reproduction of information by the recipient.

“Employee”, includes an officer but not a director. A director may accept duties that make him also an employee.

“Entity”, a corporation and a foreign corporation; a nonprofit corporation; a profit and a nonprofit unincorporated association; a limited liability company; a business trust; an estate; a partnership; a registered limited liability partnership; a trust, and two or more persons having a joint or common economic interest; and a state, the United States, and a foreign government.

“Filing entity”, an other entity that is of a type created by filing a public organic document.

“Foreign business corporation”, a corporation for profit incorporated under a law other than the law of the commonwealth.

“Foreign corporation”, a corporation for profit or a nonprofit corporation incorporated under a law other than the laws of the commonwealth.

“Foreign nonprofit corporation”, a corporation incorporated under a law other than the laws of the commonwealth, which if incorporated under the laws of the commonwealth would be a nonprofit corporation.

“Foreign other entity”, an other entity organized under a law other than the laws of the commonwealth.

“Governmental subdivision”, an authority, county, district or municipality.

“Individual”, includes the estate of an incompetent or deceased individual.

“Interest holder”, a person who holds of record:

(i) a right to receive distributions from an other entity either in the ordinary course of business or upon liquidation, other than as an assignee; or

(ii) a right to vote on issues involving its internal affairs, other than as an agent, assignee, proxy or person responsible for managing its business and affairs.

“Interests”, the interests in an other entity held by its interest holders.

“Membership”, the rights of a member in a nonprofit corporation.

“Nonfiling entity”, an other entity that is of a type that is not created by filing a filed organizational document.

“Nonprofit corporation” or “domestic nonprofit corporation”, a corporation incorporated under the laws of the commonwealth and subject to chapter 180.

“Notice”, as defined in section 1.41.

“Organic document”, a public organic document or a private organic document.

“Organic law”, the law governing the internal affairs of an entity.

“Other entity”, any association or entity other than a domestic or foreign business corporation, a domestic or foreign nonprofit corporation or a governmental or quasi-governmental organization. The term includes, without limitation, limited partnerships, general partnerships, limited liability partnerships, limited liability companies, joint ventures, joint stock companies, business trusts and profit and not-for-profit unincorporated associations.

“Owner liability”, personal liability for a debt, obligation or liability of an entity that is imposed on a person:

(i) solely by reason of the person’s status as a shareholder or interest holder; or

(ii) by the articles of organization, bylaws or an organic document under a provision of the organic law of an entity authorizing the articles of organization, bylaws or an organic document to make one or more specified shareholders, members or interest holders liable in their capacity as shareholders, members or interest holders for all or specified debts, obligations or liabilities of the entity.

“Person”, includes individual and entity.

“Principal office”, the office, within or without the commonwealth, so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located.

“Private organic document”, any document, other than the public organic document, if any, that determines the internal governance of an other entity.

“Proceeding”, includes civil suit and criminal, administrative, and investigatory action.

“Public corporation”, any corporation to which this chapter applies to, and which has a class of voting stock registered under the Securities Exchange Act of 1934, as amended; provided, that if a corporation is subject to paragraph (b) of section 8.06 at the time it ceases to have any class of voting stock so registered, such corporation shall nonetheless be deemed to be a public corporation for a period of twelve months following the date it ceased to have such stock registered.

“Public organic document”, the document, if any, that is filed of public record to create an other entity, including amendments and restatements thereof.

“Record date”, the date established under PART 6 or PART 7 hereof on which a corporation determines the identity of its shareholders for purposes of this chapter.

“Secretary”, the corporate officer to whom the board of directors has delegated responsibility under subsection (c) of section 8.40 for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation, and includes a “clerk” appointed under chapter 156B unless the corporation has also appointed a “secretary” or the context otherwise requires.

“Secretary of state”, the state secretary.

“Shares”, the units into which the proprietary interests in a corporation are divided.

“Shareholder”, the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.

“Sign” or “signature”, includes any manual, facsimile, conformed or electronic signature.

“State”, when referring to a part of the United States, includes a state and commonwealth, and their agencies and governmental subdivisions, and a territory and insular possession, and their agencies and governmental subdivisions, of the United States.

“Subscriber”, a person who subscribes for shares in a corporation, whether before or after incorporation.

“United States”, includes a district, authority, bureau, commission, department, and any other agency of the United States.

“Voting group”, all shares of one or more classes or series that under the articles of organization or this chapter are entitled to vote and to be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of organization or this chapter to vote generally on the matter are for that purpose a single voting group.

(b) In this chapter, use of the masculine gender includes the feminine gender or, where the context permits, an entity.