2018 Massachusetts General Laws
Section 8 Articles of organization; certificate of incorporation

Universal Citation: MA Gen L ch 170 § 8 (2018)

Section 8. The president, clerk or secretary and a majority of the directors, as applicable, elected at such first meeting shall make and sign under penalties of perjury articles of organization in duplicate, setting forth:

(1) a true copy of the agreement of association, the names of the incorporators thereto and the name of each of the officers and directors as applicable of the company; and

(2) the date of the first meeting and the successive adjournments thereof, if any.

One duplicate original of the articles so signed shall be submitted to the commissioner, and the other, together with the records of the proposed corporation, to the state secretary, who shall examine the same, and who may require such amendment thereof or such additional information as the secretary may consider necessary. If the commissioner finds that the articles conform to the 4 preceding sections relative to the organization of the corporation and that section 6 has been complied with, the commissioner shall so certify and endorse the commissioner's approval thereon. The articles shall be filed within 30 days thereafter in the office of the state secretary, who, upon receipt of a fee, the amount of which shall be determined annually by the secretary of administration and finance pursuant to section 3B of chapter 7, the state secretary shall issue a certificate of incorporation in the following form:


Be it known that whereas (the names of the subscribers to the agreement of association) have associated themselves with the intention of forming a corporation under the name of (the name of the corporation), for the purpose (the purpose declared in the agreement of association), with a capital stock or surplus, as applicable, of (the amount fixed in the agreement of association), and have complied with the statutes of the commonwealth in such case made and provided, as appears from the articles of organization of said corporation, duly approved by the state secretary and recorded in this office: Now, therefore, I (the name of the state secretary), secretary of the commonwealth of Massachusetts, do hereby certify that said (the names of the subscribers to the agreement of association), their associates and successors, are legally organized and established as, and are hereby made, an existing corporation under the name of (name of the corporation), with the powers, rights and privileges, and subject to the limitations, duties and restrictions, which by the law appertain thereto.

Witness my official signature hereunto subscribed and the great seal of the commonwealth of Massachusetts hereunto affixed, this day of in the year (the date of the filing of the articles of organization).

The state secretary shall sign the certificate of incorporation and cause the great seal of the commonwealth to be thereto affixed and such certificate shall have the force and effect of a special charter. The existence of every such corporation shall begin upon the filing of the articles of organization in the office of the state secretary. The state secretary shall also cause a record of the certificate of incorporation to be made and such certificate, or such record, or a certified copy thereof, shall be conclusive evidence of the existence of such corporation.

A bank may amend its articles of organization if approved by its board and submitted to and approved by the bank's governing body except as provided in sections 10.05, 10.07 and 14.34 of chapter 156D. After approval by the board and governing body, the amendment shall be submitted to the commissioner for the commissioner's endorsement thereon before delivering the amendment to the state secretary for filing.

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