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certificate. The auditor shall be sworn to the faithful performance of his duties by a justice of the peace or some other magistrate authorized to administer oaths or affirmations; and evidence of such appointment and qualification shall be filed in the office of the commissioner of corporations.

SECTION 53. If a corporation fails for two successive years to file such annual certificate, the supreme judicial court, upon application by the commissioner, after notice and a hearing, may decree a dissolution of the corporation.

1887, 225.

1896, 369.

SECTION 54. A corporation which is subject to the provisions of this chapter shall, upon an increase of its capital stock, within thirty days after the payment or collection of the last instalment thereof, file a certificate of the amount of such increase and the fact of such payment, signed and sworn to by its president, treasurer and a majority of its directors, in the office of the secretary of the commonwealth.

SECTION 55. A corporation which is subject to the provisions of this chapter shall, within thirty days after a reduction of its capital stock is voted, file in the office of the secretary of the commonwealth a copy of the vote authorizing such reduction, signed and sworn to by its clerk.

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SECTION 57. The certificate or copy which is required to be filed by the provisions of section eighteen of chapter one hundred and nine and sections forty-three, forty-seven, fifty-one, fifty-four, fifty-five and fifty-six of this chapter shall, before filing, be submitted to the commissioner of corporations, who shall examine the same; and if it appears to him to be a sufficient compliance in form with the requirements of this chapter, he shall certify his approval thereof by indorsement upon the same; but he shall indorse only the date and fact of submission to his inspection upon the copies of votes of corporations or the authorizations of municipal authorities required by the preceding section; and upon the payment of the fee hereinafter provided, the same may be filed in the office of the secretary of the commonwealth, who shall receive and record the same in books to be kept for the purpose; and, upon such filing, the corporation and its officers shall be conclusively held to have complied with the requirements of this chap

ter in respect to the filing of such certificate, except that
may be shown in evid ce that the statements made in
such return were false, and were known to be so by any
officer or officers signing or making oath to the same.

Revised Laws, Chapter 5, § 11.

Of the Secretary of the Commonwealth.

SECTION 11. He shall annually prepare, cause to be printed and on the first Wednesday of January submit to the general court, a true abstract from the certificates, excepting those of foreign corporations, required by [chapter one hundred and ten] law to be deposited with him, a statement of the names of all corporations changed under the provisions of sections nine, ten and eleven of chapter one hundred and nine, and the names of all corporations dissolved.

Liability of Officers and Stockholders.

SECTION 58. The officers of a corporation which is subject to the provisions of this chapter shall be jointly and severally liable for its debts and contracts in the following cases, and not otherwise:

The president and directors shall be so liable, First, For making or consenting to a dividend if the corporation is or thereby is rendered insolvent, to the tent of such dividend.


Second, For debts contracted between the time of making or assenting to a loan to a stockholder and the time of its repayment, to the extent of such loan.

Third, If the debts of a corporation exceed its capital, to the extent of such excess existing at the time of the commencement of the suit against the corporation in which the judgment was recovered upon which the suit in equity to enforce such liability is brought as hereinafter provided.

The president, directors, and treasurer shall be so liable,

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Fourth, For signing any statement filed under the provisions of section forty-four, if the property mentioned in such statement is not conveyed and taken at a fair valuation; but only the officer or officers who sign the statement shall be so liable.

The president, directors and other officers shall be liable,


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Liability of stockholders or members. 1821, 38.

1826, 137, § 2. $$ 6, 7, 10, 11.

1829, 53,

R. S. 38,

§§ 16, 21,

32, 33.

1851, 133, § 15; 252. 1852, 9. 1855, 290. G. S. 60,

§§ 12, 17,

22; 68, § 16. 1862, 218, § 2.

1870, 224, $39.

Fifth, For signing any certificate which is required by law knowing it to be false; but only the officer or officers who have knowledge thereof shall be liable.

Sixth, For debts contracted before the original capital has been fully paid in and the certificate of such payment has been filed in accordance with the provisions of section forty-three.

SECTION 59. The members or stockholders in any corporation which is subject to the provisions of this chapter shall be jointly and severally liable for its debts or contracts in the following cases, and not otherwise:

First, For such as may be contracted before the original capital is fully paid in; but only those stockholders who have not paid in full the par value of their shares, and those who have purchased such shares with knowledge of the fact, shall be liable for such debts.

1875, 177,
$ 1.
1876, 1, § 1.
P. S. 106,
§ 61.

13 Pick. 484.
21 Pick. 454.

6 Met. 114.

12 Met. 3.

8 Cush. 182.

11 Cush. 183. 10 Gray, 232.

15 Gray, 216.
26 Gen 137

16 Gray, 127.
Allen, 498.
6 Allen, 579.
106 Mass. 131. ment.

118 Mass. 295.

$ 62.

8 Allen, 86.

Second, For the payment of all debts existing at the time when the capital is reduced, to the extent of the amounts withdrawn and paid to stockholders.

Third, If special stock is created under the provisions of section thirty-six, the general stockholders shall be liable for all debts and contracts until the special stock shall have been fully redeemed.

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Fourth, For all money due to operatives for services rendered within six months before demand made upon the corporation, and its neglect or refusal to make pay

127 Mass. 564,

134 Mass. 590.

Any such member or stockholder who pays, on a judgment or otherwise, more than his proportion of any such 183 Mass. 565. debt shall have a claim for contribution against the other

195 Mass. 464.

members or stockholders.

Stockholders and officers, when liable. 1851, 315,

SECTION 60. A stockholder or officer in such corporation shall not be held liable for its debts or contracts unless a judgment has been recovered against it and it has neg

§ 3. 1852, 24.

G. S. 60. § 34. lected for thirty days after demand made on execution to

1862, 218,

3. 1866, 290, § 10. 1870, 224, $ 40.

P. S. 106,

pay the amount due, with the officer's fees, or to exhibit to him real or personal property of the corporation subject to be taken on execution, sufficient to satisfy the same,

and the execution has been returned unsatisfied.

103 Mass. 160.
115 Mass. 380.


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Clerk to furnish creditor

The clerk or other officer who has charge

with names of of the records of any such corporation against which judg

officers and stockholders.

ment has been so recovered and execution so issued and

§ 1.


returned unsatisfied, upon reasonable request of the judg- 1864, 219,
ment creditor or of his attorney, shall furnish to him a 1870, 224,
certified list of the names of all persons who were officers
and stockholders in such corporation at the time of the
commencement of the suit in which judgment was re-

P. S. 106,
183 Mass. 565.

SECTION 62. After the execution has been so returned, any creditor may file a bill in equity, in behalf of himself and all other creditors of the corporation, against it and all persons who were stockholders therein at the time of the commencement of the suit in which such judgment was recovered, or against all the officers who are liable for its debts and contracts, for the recovery of the money due from the corporation to himself and the other creditors for which the stockholders or officers may be personally liable by reason of any act or omission on the part of the corporation or that of its officers or any of them, setting forth the judgment and proceedings thereon, and the grounds upon which it is expected to charge the stockholders or officers personally.

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1870, 224, § 44.
P. S. 106, § 66.

109 Mass. 473.
115 Mass. 286.
118 Mass. 269.
127 Mass. 563, 592.

SECTION 63. Such sums as may be decreed to be paid by the stockholders in such suit in equity shall be assessed upon them in proportion to the amounts of stock held by them respectively at the time when the suit in which said judgment was recovered was begun; but no stockholder shall be liable to pay a larger sum than the amount of stock held by him at that time at its par value.

SECTION 64. The estates and funds in the hands of executors, administrators, guardians, conservators or trustees shall be liable to no greater extent than the testator, intestate, ward or person interested in the trust fund would have been, if living and competent to act and hold the stock in his own name.

1862, 218, § 6.

10 Pick. 370.
6 Met. 114.

144 Mass. 399.
173 Mass. 242.
183 Mass. 565.
203 Mass. 555.

G. S. 68, § 18.
9 Cush. 192.
101 Mass. 60.

183 Mass. 565.
198 Mass. 81.

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Suit in equity,

not abated by


SECTION 65. If a defendant dies during the pendency of such a suit in equity, it shall not abate thereby; but death of one his estate in the hands of his executor or administrator 1862, 218, shall be liable to the same extent as he would be if living. 1970, 224, Such executor or administrator may voluntarily appear : 106, and become a party to the suit or may be summoned by the plaintiff.


$ 45.


173 Mass. 242. 183 Mass. 565.

Suit in equity, when dismissed.

1862, 218, § 8. 1870, 224, § 46. P. S. 106, § 68.

183 Mass. 565.

not abated by non

joinder of

SECTION 67. No such suit in equity shall be abated by reason of the non-joinder of persons liable as defendants persons liable. unless the plaintiff, after being notified by plea or answer of the existence of such persons, unreasonably neglects to make them parties.

1862, 218, § 9. 1870, 224,

183 Mass. 565.

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§ 47. P. S. 106, $ 69.

Suits may be
defended by
1867, 36,
§§ 1, 2.
1870, 224,
§§ 48, 49.
P. S. 106,


15 Gray, 216. 183 Mass. 565.

Profits of co-
operative asso-
ciations, how
1866, 290,
§ 12.

1870, 224,
§ 51.

P. S. 106,

186 Mass. 373. 189 Mass. 567.

SECTION 66. Such suit in equity shall not be dismissed by the plaintiff without an order of court and such notice to other creditors as the court may find reasonable under the circumstances.

Gas light companies, etc., may open streets, when.

1855, 146, § 2.

10 Allen, 352.

SECTION 68. If, in a suit against a corporation which is established by the laws of this commonwealth, it appears to the court that one of the objects of the suit is to obtain a judgment against the corporation in order to enforce an alleged liability of a person who has been or is a stockholder or officer thereof, any such stockholder or officer may be permitted, on petition, to defend such suit, and in such case the court may require of him or of person in his behalf, a bond with sufficient surety or sureties, conditioned to pay to the plaintiff all costs which may accrue and be taxed to him after the filing of said petition.


SECTION 69. A corporation which is organized for the purposes set forth in section seven shall distribute its profits or earnings among its workmen, purchasers and stockholders at such times and in such manner as shall be prescribed by its by-laws, and as often at least as once in twelve months; but no distribution shall be made unless at least ten per cent of the net profits have been appropriated for a contingent or sinking fund, until an amount has accumulated equal to thirty per cent of its capital stock.

SECTION 70. No person shall hold shares in any co

No person to hold more

than one thou operative association to an amount exceeding one thou

sand dollars
of stock,
1866, 290, § 7.
1870, 224,
$ 52.

sand dollars at their par value, nor shall any stockholder
be entitled to more than one vote upon any subject.

P. S. 106, § 73. 186 Mass. 373.

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SECTION 76. Gas light companies, corporations organized for the purpose of transporting the United States. mail, merchandise and other articles by means of pneu matic pressure or power, corporations engaged in or organ

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