Mass. Gen. Laws ch. 161 § 27
On petition of a company for authority to reduce its capital stock, presented in accordance with a vote of the stockholders at a meeting called therefor, the department may, after a hearing and such examination of the financial condition of the company as it considers necessary, authorize such reduction, if it appears to be consistent with the public interest and with the limitations imposed by general or special laws. A certificate of the amount of the reduction and of any terms and conditions imposed shall be forthwith filed by the department in the office of the state secretary. When such reduction is made, no money or other property shall be paid or transferred to the stockholders unless specially authorized by the department, and by a vote of the directors of the company taken by yeas and nays at a meeting called therefor. The directors voting therefor shall be jointly and severally liable for the debts or contracts of the company existing when the capital stock is reduced, to the extent of the money or property paid or transferred to the stockholders.
Mass. Gen. Laws ch. 161, § 27