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utes of the year eighteen hundred and seventy, of the statutes in amendment thereof or in addition thereto, of chapter one hundred and eighty-seven or two hundred and ninety of the statutes of the year eighteen hundred and sixty-six, of chapter sixty or sixty-one of the General Statutes, of chapter one hundred and thirty-three of the statutes of the year eighteen hundred and fifty-one, or of chapter thirty-eight of the Revised Statutes, corporations established by special charters subsequent to the twentythird day of February in the year eighteen hundred and thirty for the purpose of carrying on any kind of manufacture, and those which in compliance with law have voted to adopt the provisions of chapter fifty-three of the statutes of the political year eighteen hundred and twenty-nine, of chapter thirty-eight of the Revised Statutes, of chapter sixty of the General Statutes, of chapter two hundred and twenty-four of the statutes of the year eighteen hundred and seventy, or of chapter one hundred and six of the Public Statutes, and have performed the things in that behalf prescribed in the several statutes so adopted, and those which shall comply with the provisions of the following section and the respective officers and stockholders of all such corporations shall be subject to the provisions of this chapter.

SECTION 3. If any manufacturing corporation char- Corporations tered before the twenty-third day of February in the year become subeighteen hundred and thirty, at a legal meeting called for det ptethis the purpose, accepts the provisions of this chapter, and 1922, 53, causes to be recorded in the registry of deeds in the county 126,2. or district in which such corporation is established a cer- & S. 60, tificate, signed by its president, treasurer, clerk and a ma- 1870, 224, jority of its directors, stating the amount of its capital 1874, 349, actually paid in, and, if any part thereof has been divided Þ.'S. 106, $ 4. or withdrawn, the amount so divided and withdrawn, and also the amount of its debts and credits, and an estimate of the value of its real and personal estate for the purpose of carrying on its business at the time of making such certificate; and if such officers make oath that they have carefully examined the records and accounts of said corporation, and have faithfully estimated the value of its property and funds, and that said certificate signed by them is true according to their best knowledge and belief; then such corporation with its members and officers shall be sub

ject to the provisions of this chapter applicable to such corporations; and no stockholder therein shall be liable for any debts of the corporation contracted after the recording of such certificate, except for the causes and in the manner hereinafter provided.

FORMATION OF CORPORATIONS.

Formation of

.

1852, 9.
G. S. 61, $ 1.
1870, , § .

494.

12 Allen, 273, 362.

98 Mass. 98.

101 Mass. 381, 385.

Purposes, Number of Associates and Limits of Capital

Stock. SECTION 4. Any persons, to the number hereinafter 1851, 133, 1 1. provided, who associate themselves by an agreement in

writing hereinafter described with the intention of formP. S. 106, 6. ing a corporation for any purpose hereinafter specified, 15 Gray, 211, upon complying with the provisions of section twenty, shall be and remain a corporation.

(1 Op. A. G. 47, 185.] SECTION 5. For the purpose of carrying on any mechanical,

chanical or manufacturing business, except that of distilling or manufacturing intoxicating liquors, three or more persons may associate themselves, with such capital, not

less than five thousand dollars, as is fixed in the agreement 1870, 114. : of association, and, for the purpose of carrying on any 1875, 1773. mining business, three or more persons may associate

themselves, with a capital of not less than five thousand i0i Mass. 385. nor more than one million dollars.

for me

mining or manufacturing business. 1851, 133, 8 $ 1, 2. 1855, 68, § 1. G. S. 61, § 1.

1899, 199, $ 1.

173 Mass. 254.

for co

SECTION 7. For the purpose of co-operation in carryoperative trade, etc. ing on any business authorized in the two preceding sec1866, 290, $ $ 1, 5. tions, and of co-operative trade, seven or more persons may 1870, 224, $ 3.

associate themselves, with a capital of not less than one 1879. P.S.: 106, § 9. thousand nor more than one hundred thousand dollars.

for making gas and fur

P. S. 106,
§ 11.
1885, 240,
$ 1.
1891, 189,
§ 1.
Amended.
1910, 346.

SECTION 9. For the purpose of making, selling and nishing steam distributing gas for light, or for heating, cooking, chemical 1855, 146, 1. and mechanical purposes, or for the purpose of generating G. S. 61, $ 15. and furnishing steam or hot water for heating, cooking and 1879, 202, 1 i: mechanical power, or for the purpose of generating and

furnishing hydrostatic or pneumatic pressure for mechanical power, in any city or town, or for any two or more

of said purposes, ten or more persons may associate them1883%895.373. selves, with a capital of not less than [five] one thousand

nor more than five hundred thousand dollars.

§ 14.
173 Mass. 254.

304.]

SECTION 13. For the purpose of carrying on any law- Formation of ful business not mentioned in the eight preceding sections, for any except distilling or manufacturing intoxicating liquors, business, exbuying and selling real estate, banking, insurance, and certa etes any other business the formation of corporations for which 8. 106, is otherwise regulated by these statutes, three or more per- {18D.A.G. sons may associate themselves, with a capital of not less 153, 275, than one thousand nor more than one million dollars.

SECTION 14. Any or all of the creditors of any corpora- Corporation tion which exists by authority of this commonwealth and business of is organized or chartered for any purpose designated in barporation etc., this chapter, which has been adjudged bankrupt or insol- 1879, 275, vent or has made an assignment of its property for the $ 106, benefit of its creditors, or any or all persons for whose benefit such corporation has assigned the whole or any part of its property, and such other person or persons in either case as they may select, may associate themselves for the purpose of forming a corporation to acquire the whole or any part of the property of such debtor corporation and to carry on the business previously authorized to be carried on by it.

§ 15.

$ 3.

Agreement, Name and Organization. SECTION 15. The agreement of association shall state Contents of that the subscribers thereto associate themselves with the 1851, 133, intention of forming a corporation, the corporate name as- G. S. 61, $ 2.

1866, 290, sumed, the purpose for which it is formed, the city or 12. town, which shall be in this commonwealth, in which it is 1870, 224, established or located, the amount of its capital stock and 18. 106, the par value and number of its shares.

11 Gray, 139, 97 Mass. 494.

Revised Laws, Chapter 109, § 7. SECTION 7. A corporation which is organized under general Change of

. laws or created by special charter for the purpose of carrying on 1877, 67

P. S. 105, § 7. a mechanical or manufacturing business in a city or town named Affected.

1910, 197. in its agreement of association or charter may extend or remove its business or any part thereof to any other city or town in this commonwealth, and may purchase, hold and convey so much real and personal estate in such other city or town as may be necessary for the purpose of carrying on its business therein. (But see Ø Ø 25, 26 and 27 of chapter 121 of the Revised Laws as to gas and electric companies.)

R. L. 109,
§ 7, not to
apply to cer.
tain corpora
tions.
Proviso.

Acts of 1910, Chapter 197.
An Act to limit the Authority of a Gas or Electric Light Com-

pany to change its Location.
SECTION 1. The provisions of section seven of chapter one
hundred and nine of the Revised Laws shall not apply to a cor-
poration organized for the purpose of making or selling gas or
electricity: provided, however, that the board of gas and electric
light commissioners may, after notice and a public hearing in
each case, authorize such a corporation to carry on the business
for which it was incorporated in a city or town other than that
named in its agreement of association or charter, with all the
rights, powers and privileges and subject to all the duties and
liabilities set forth in all general laws now or hereafter in force
applicable to such corporations.

SECTION 2. This act shall take effect upon its passage. [Approved March 11, 1910.

Corporate
name,
1851, 133,
§ 6.
G. S. 61, § 1.

8

SECTION 16. Any name may, subject to the provisions of section eight of chapter one hundred and nine, be as

sumed by a corporation. If organized for the purposes 1872, 375, 1 5. mentioned in sections seven or eight, or under the provi1877, 224, § 3. sions of chapter one hundred and fourteen or section thirty

of chapter one hundred and eighteen, or if subject to any of the provisions of chapter one hundred and sixteen, the words co-operative" “fishing" co-operative

insurance or “ mutual insurance ganized upon the mutual principle, or “trust company”, respectively, shall form part of the name.

or

P. S. 106,
§ 17; 117,
§ 3; 119,
§ 28.
1883, 98, § 1.
1887, 214,
§ 30.
1888, 413,
§ 27.
1894, 522,
$ 30.
151 Mass. 560.

or

bank”

[ocr errors]

or

[ocr errors]

Corporate
name.
1891, 257.
149 Mass. 436.

Revised Laws, Chapter 109, $$ 8, 9, 10. SECTION 8. A corporation which is organized under the general laws may assume any name which, in the judgment of the commissioner, indicates that it is a corporation, but it shall not assume the name of another corporation established under the laws of this commonwealth, or of a corporation, firm, association or person carrying on business in this commonwealth, at the time of such organization or within three years prior thereto, or assume a name so similar thereto as to be liable to be mistaken for it, except with the consent in writing of said existing corporation, firm or association or of such person previously filed with the commissioner of corporations. The supreme judicial court or the superior court shall have jurisdiction in equity, upon the

name.

201.
1895, 104.

application of any person interested or affected, to enjoin such corporation from doing business under a name assumed in violation of the provisions of this section, although its certificate of organization may have been approved and a certificate of incorporation may have been issued to it.

[SECTION 9. Upon the application of any corporation, au- Change of thorized by a vote of two-thirds of the stockholders present and 1891, 360,

$$ 1, 2, 6. voting at a meeting called for the purpose, the commissioner of

1892, 198, corporations may, after public notice of such application, authorize such corporation to change its name. If it has no capital 1898, 474, $ 9.

; stock, the application may be authorized by a two-thirds vote of 442, $ 9.

1901, 422, the persons legally qualified to vote in meetings of the corpora- $ 9.

Repealed. tion present and voting on the question of the change of name. 1908, 163. The approval of the insurance commissioner shall be required for applications by corporations which are subject to the provisions of chapters one hundred and eighteen, one hundred and nineteen and one hundred and twenty.] [SECTION 10. A certified copy of such authorization and a

of, to be filed certificate of the vote of the corporation, signed and sworn to by with secrethe president, treasurer and a majority of the directors, or if it iszi

1891, 360, has no such officers, by its presiding and financial officers and a

$$ 3, 6.

Repealed. majority of its other officers having the powers of directors, shall 1908, 163. be filed in the office of the secretary of the commonwealth. The commissioner shall require public notice to be given of the change so authorized; and upon receipt of proof thereof the secretary of the commonwealth may grant a certificate of the name which the corporation shall bear, which, subject to the provisions of section eight, shall thereafter be its legal name.]

certificate

Acts of 1908, Chapter 163.
An Act relative to the Changing of Names of Corporations.

SECTION 1. Every corporation organized under general or Regulations special laws of this commonwealth, except corporations subject to changes of the provisions of chapter four hundred and thirty-seven of the names of

corporations. acts of the year nineteen hundred and three, and acts in amendment thereof and in addition thereto, and except corporations subject to the provisions of chapter four hundred and sixty-three of the acts of the year nineteen hundred and six, and acts in amendment thereof and in addition thereto, may at a meeting duly called for the purpose, by the vote of two thirds of all of its stock, or if two or more classes of stock have been issued, by two thirds of each class of stock outstanding and entitled to vote, or in case such corporation has no capital stock, by a vote of two

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