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MASSACHUSETTS LEGAL INFORMATION
Forming a Corporation--Law and Links
Massachusetts Corporate Code, See Chapters 155 and 156.
Massachusetts Secretary of State, Business Services Home page.
Massachusetts Business Name Search (use to check on corporate name availability).
Massachusetts Articles of Organization.
General Inforamtion about Massachusetts corporations from the Secretary of State's office.
Sample Massachusetts Articles of Organization.
Articles of Incorporation filing fee: $275
Note regarding Massachusetts incorporations: In all other states, the bylaws are adopted and the officers are named after the corporation has been formed through the filing of articles of incorporation (called articles of organization in Massachusetts). However, it appears that in Massachusetts the bylaws must be adopted and the officers elected prior to the filing of the articles of organization (i.e., before the corporation even exists). This conclusion is drawn from Article IX of the published form for the Articles of Organization from the Secretary of the Commonwealth's office. If you have questions regarding this issue, it is suggested that one contact the legal staff of the Secretary of the Commonwealth at 617-727-2853.
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Selected Massachusetts Corporate Statutes
- Note Regarding Permissible Corporate Name: Please see the following information from the Massachusetts Secretary of the Commonwealth's Office.
- Chapter 156B: Section 11 Name.
Section 11. (a) A corporation may assume any name which, in the judgment of the state secretary, indicates that it is incorporated; but it shall not assume the name or trade name of another corporation established under the laws of the commonwealth, or of a corporation wherever established, firm, association or person carrying on business in the commonwealth, at the time of incorporation or change of name of the corporation assuming any such name or within three years prior thereto, or assume a name which is under reservation under the laws of the commonwealth for another or proposed corporation wherever established, or assume a name so similar to any of the foregoing as to be likely to be mistaken for it, except with the written consent of the said corporation, firm or association or of such person previously filed with the state secretary. The supreme judicial or superior court shall have jurisdiction in equity, upon the application of any person interested or affected, to enjoin such corporation from doing business under a name assumed in violation of any provision of this section, although articles of organization or articles of amendment may have been approved and filed.
- Chapter 156B: Section 12 First meeting; by-laws; officers; consent to action; articles of organization.
Section 12. One or more persons, of the age of eighteen years or more in the case of natural persons, may act as incorporators of a corporation to be formed under this chapter. Such incorporators shall hold a meeting at which by-laws shall be adopted, and the initial directors, a president, treasurer and clerk elected. At such meeting the incorporators may also elect or appoint any other officers and a resident agent as provided in section forty-nine and take any other action which might be taken by stockholders after the articles of organization have become effective.
Any action required or permitted to be taken at any meeting of the incorporators may be taken without a meeting if all the incorporators consent to the action in writing and the written consents are filed with the records of the corporation. Such consents shall be treated for all purposes as a vote at a meeting.
- Chapter 156B: Section 13 Articles of organization; contents.
Section 13. (a) The articles of organization shall state:
- that the incorporators (stating their names, including their given names, and post office addresses) associate themselves with the intention of forming a corporation;
- the name of the corporation;
- the purposes for which the corporation is formed;
- the total number of shares and the par value, if any, of each class of stock which the corporation is authorized to issue;
- 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.
- Chapter 156B: Section 47 Directors; number; election; qualifications.
Section 47. Except as reserved to the stockholders pursuant to section fifty-four, the business of every corporation shall be managed by a board of directors. The number of directors shall be fixed by or determined in the manner provided in the by-laws, but shall be not less than three, except that whenever there shall be only two stockholders the number of directors shall be not less than two and whenever there shall be only one stockholder or prior to the issuance of any stock, there shall be at least one director. Except as otherwise provided in sections fifty and fifty-two or in the articles of organization, the directors shall be elected at the annual meeting of the stockholders by such stockholders as have the right to vote thereon. The board of directors may be enlarged by the stockholders at any meeting or, if authorized by the by-laws, by vote of a majority of the directors then in office. Any elections of directors by stockholders shall be by ballot if so requested by any stockholder entitled to vote thereon. Unless required by the by-laws, no director need be a stockholder.
Library of Informational Legal Articles
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