950 CMR, § 113.25 - Articles of Charter Surrender

(1) A domestic corporation may domesticate in a foreign jurisdiction by filing articles of charter surrender with the Division.

(2) The articles of charter surrender consist of a form supplied by the Division or a document formatted in the same manner as the Division form. The articles of charter surrender shall set forth:

(a) the name of the corporation;

(b) the street address of the corporation's registered office;

(c) a statement that the articles of charter surrender are being filed in connection with the domestication of the corporation in a foreign jurisdiction;

(d) a statement that the domestication was duly approved by the shareholders, and if voting by any separate group was required, by each separate voting group, in the manner required by M.G.L. c. 156D and the articles or organization;

(e) the corporation's new name and jurisdiction of incorporation;

(f) that the corporation appoints the Secretary of the Commonwealth as its agent for service of process in any proceeding to enforce the rights of shareholders who exercise appraisal rights in connection with the domestication; and

(g) the date and time the articles of charter surrender will be effective if the articles of charter surrender are to be effective at a later date and/or time, not more than 90 days after the date and time of filing.

Notes

950 CMR, § 113.25