950 Mass. Reg. 113.02

Current through Register 1523, June 7, 2024
Section 113.02 - Definitions

For purposes of 950 CMR 113.00 unless the context otherwise requires, the following terms shall have the meanings indicated:

Articles of Amendment means any document filed with the Division which amends the permanent information contained in the articles of organization, including articles of dissolution and certificates of reinstatement.

Articles of Organization means the original and any amended and restated articles of organization, articles of merger and special acts of incorporation, articles of domestication, articles of domestication and conversion, and articles of entity conversion filed with the Division.

Authorized Person means a person authorized to execute documents. An authorized person may be:

(a) the chairman of the board of directors;

(b) the president or other officer of the corporation;

(c) if directors have not been selected or the corporation has not been formed, the incorporator or incorporators; or

(d) a receiver, trustee or other court appointed fiduciary.

Corporation or Domestic Corporation means a corporation established, organized, or chartered under the Massachusetts General Laws having capital stock whether established before or after July 1, 2004 for the purpose of carrying on business for profit with the following exceptions:

(a) corporations established by any special acts of incorporation enacted before March 11, 1831 and not subject to amendment, alteration or repeal by the general court if application of M.G.L. c. 156D would be inconsistent with provisions still in force of any special act of incorporation;

(b) professional corporations subject to M.G.L. c. 156A if application of M.G.L. c. 156D would be inconsistent with the provisions of M.G.L. c.156A;

(c) corporations organized for the purpose of carrying on the business of a bank, savings bank, cooperative bank, trust company, credit union, surety or indemnity company, or safe deposit company, or for the purpose of carrying on within the Commonwealth the business of an insurance company, railroad, electric railroad, street railway or trolley motor company, telegraph or telephone company, gas or electric light, heat or power company, canal, aqueduct or water company, cemetery or crematory company, and any other corporations which on October 1, 1965 have or may thereafter have the right to take land within the Commonwealth by eminent domain or to exercise franchises in public ways granted by the Commonwealth or by any county, city or town and corporations subject to M.G.L. c. 157 and M.G.L. c. 157A.

Director means the Director of the Corporations Division.

Division means the Corporations Division in the Office of the Secretary of the Commonwealth.

Division's Website means the Secretary of the Commonwealth's website at www.sec.state.ma.us.

Document means a filing required or permitted to be filed with the Division pursuant to M.G.L. c. 156D or to 950 CMR 113.00.

Foreign Corporation means a for-profit or non-profit corporation incorporated under a law other than the laws of the Commonwealth.

Other Entity means any association or entity other than a domestic or foreign business corporation, a domestic or foreign non-profit 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 non-profit unincorporated associations.

Personal Information means any information concerning an individual not required by law or regulation to be included in a document. Examples of such information include social security number, drivers license number, and date of birth. It may also include a residential address if such is not required by law.

Refusal to File means the determination by the Division that a document does not comply with the relevant provisions of law or regulation. A document may be refused because it does not contain supplemental information required by 950 CMR 113.00.

Secretary means the Secretary of the Commonwealth.

Singular and Plural Forms Singular nouns shall include the plural form and plural nouns shall include the singular unless the context otherwise requires.

950 CMR 113.02