Mass. Gen. Laws ch. 156 § 6

Current through Chapter 223 of the 2024 Legislative Session

Section 156:6 - Organization; content of agreement of association

Three or more persons may associate themselves by written agreement of association with the intention of forming a corporation under general laws for any lawful purpose not excluded by section two. The agreement of association shall state:

(a) That the subscribers thereto associate themselves with the intention of forming a corporation.

(b) The corporate name assumed.

(c) The location of the principal office of the corporation in the commonwealth, and elsewhere in the case of corporations organized to do business wholly outside the commonwealth.

(d) The purposes for which the corporation is formed and the nature of the business to be transacted.

(e) If only shares with par value are to be issued, the total amount of the capital stock of the corporation, which shall not be less than one thousand dollars, to be authorized, and the number of shares into which the capital stock is to be divided, and the par value of the shares, which shall not be less than one dollar, or, in lieu thereof, if any shares without par value are to be issued, the number of shares without par value to be authorized, which shall not be less than ten, and the number of shares having par value to be authorized, if any, and the par value thereof, which shall not be less than one dollar.

(f) The restrictions, if any, imposed upon the transfer of shares.

(g) If there are to be two or more classes of stock, a description of the different classes and a statement of the terms on which they are to be created and of the method of voting thereon.

(h) Any other lawful provisions for the conduct and regulation of the business 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.

(i) The subscriber or subscribers by whom the first meeting of the incorporators shall be called.

(j) The names and residences of the incorporators and the amount of stock subscribed for by each.

Mass. Gen. Laws ch. 156, § 6