950 CMR, § 113.16 - Articles of Organizaion

(1) The existence of a corporation begins when its articles of organization become effective.

(2) The articles of organization consist of a form supplied by the Division or a document formatted in the same manner as the Division form which when filed with the Division with the proper fee becomes evidence of incorporation.

(3) The articles of organization must contain the following eight articles:

(a) Article 1 - Corporate Name. The articles of organization must set forth the exact name of the corporation. The name must include the word "corporation", "incorporated", "company" or "limited" or an abbreviation thereof, or words or abbreviations of like import in another language. The name need not be in English if it is written in English letters or Arabic or Roman numerals. It cannot contain language implying that it is organized for a purpose other than permitted by M.G.L. c. 156D or its articles of organization. The name cannot be the same as the name of another corporate or other entity lawfully conducting business in the commonwealth or so similar to the name of such a corporation or other entity as to be likely to be mistaken therefore, or a name reserved under M.G.L. c. 156D, § 4.02, or on or after September 1, 2004, a trademark or servicemark registered with the Division, except with the written consent of the other entity or a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name in the commonwealth. A corporation may use the name of another entity without written consent if the corporation has merged with the other entity and the articles of merger are filed with the Division. A corporation may also use the name of an entity if it has been formed by the reorganization of the other entity or has acquired all or substantially all of the assets, including the name and marks of the other entity and provides the Division documentation to that effect.

(b) Article II - Purpose. Unless the articles of organization otherwise provide, all corporations formed pursuant to M.G.L. c. 156D have the purpose of engaging in any lawful business. There is no requirement to specify a particular purpose; if the incorporators wish to limit the purpose of the corporation, a more limited purpose may be specified.

(c) Article III - Authorized Shares. State the total number of shares the corporation is authorized to issue. All corporations must authorize stock. If only one class of stock is authorized, it is not necessary to specify any particular designation. M.G.L. c. 156D eliminates the concept of par value. However, a corporation may specify a par value in Article III. A reference to par value shall not by itself be deemed to be a specification of the minimum amount for which shares can be issued. In order to establish a minimum amount at which the shares can be issued, that amount must be stated explicitly in Article IV. If the corporation authorizes more than one class of stock, it must specify a distinguishing designation for each class.

(d) Article IV - Preferences, Limitations and Rights of Any Class or Series. Prior to the issuance of shares of any class or series, the articles of organization must set forth the preferences, limitations and relative rights of that class or series. The articles may also limit the type or specify the minimum amount of consideration for which shares of any class or series may be issued. If more than one class or series of shares are authorized, this Article must set forth the preferences, limitations and relative rights of each class or series, and if desired, the required type and minimum amount of consideration to be received.

(e) Article V - Restrictions on Transfer. State the restrictions, if any, imposed by the articles of organization upon the transfer of shares of stock. Restrictions on transfer may also be set forth in the by-laws or in an agreement. If there are no restrictions on transfer imposed by the articles of organization, this section may be left blank or state "None".

(f) Article VI - Other Lawful Provisions. Specify any provisions not inconsistent with law that the incorporators desire to include in the articles of organization. If there are no such provisions, this article may be left blank or state "None".

(g) Article VII - Effective Date. Unless otherwise provided in the articles of organization, the effective date of organization of the corporation is the date and the time the articles were received for filing unless the articles are rejected within the time prescribed by law and 950 CMR 113.00. If a later date or time is desired, specify such date and/or time, which may not be later than the 90^th day after the day the articles are received for filing. If a delayed effective date but no time is specified, the articles of organization will be effective at the close of business on that date.

(h) Article VIII - Supplemental Information. The articles of organization must include the following supplemental information in the order provided in 950 CMR 113.16(3)(h)1. through 7.:

1. the street address of the initial registered office of the corporation in the commonwealth, a post office box is not a sufficient address.

2. the name of its initial registered agent at its registered office. All corporations must have a registered agent. The agent may be an individual, a domestic corporation, a domestic not-for-profit corporation, a foreign corporation qualified to do business in the commonwealth, or other entity authorized by law and whose business address is also the registered office of the corporation;

3. the names and addresses of the individuals who will serve as the initial president, treasurer, secretary and directors of the corporation. An individual may simultaneously hold more than one office in the corporation and may, in fact, hold all offices. The corporation may have other officers if appointed by the board of directors or described in its bylaws. Such officers need not be specified in the articles of organization. A corporation must have at least three directors if it has three or more shareholders, provided that if permitted by its articles of organization it may have as few as a single director regardless of the number of its shareholders. If the corporation has eliminated the board of directors in the manner provided in M.G.L. c. 156D, § 7.32, the articles of organization must specify the persons who will exercise the powers of the directors;

The address of the officers or directors may be either a home or business street address. A post office box is not a sufficient address. An address need not be specified if the business address of the officers and directors is the same as the principal office location;

4. the fiscal year end of the corporation;

5. a brief description of the type of business in which the corporation intends to engage;

6. the street address of the corporation's principal office; and

7. the street address where the records of the corporation required to be kept in the commonwealth by M.G.L. c. 156D, § 16.01 are located.

The information in Article VIII is not considered a permanent part of the articles.

Notes

950 CMR, § 113.16