Articles of Organization

The existence of a corporation begins when the Articles of Organization become effective. The Articles of Organization consist of a form provided by the Division which, when properly completed and filed with the Division with the proper fee become evidence of incorporation. (1) The clerks of the Division in their examination of the Articles of Organization have been directed to check for the following information: (a) That the incorporator(s) associate themselves with the intention of forming a corporation. The names and post office address of each incorporator must be included. If a corporation is an incorporator, state the jurisdiction of organization and the post office address of the corporation. An officer of the corporation must sign the Articles; (b) The exact name of the corporation. The name must include the word "Incorporated", "Corporation" or "Limited" either abbreviated or spelled in full. It cannot be the same name or one so similar as likely to be mistaken for the name or trade name of another domestic or foreign corporation, person, firm, or association carrying on business in the Commonwealth at the present time or within three years prior thereto, except with the written consent of said corporation, firm, association or persons previously filed with the Division. A written consent must bear the original signature of the consenting party. A consent issued by a corporation must be signed by an officer of the corporation; (c) The purposes for which the corporation is formed. The Articles must include at least one specific purpose; (d) The total number of shares and the par value, if any, of each class of stock which the corporation is authorized to issue; (e) If more than one class of stock is authorized, a distinguishing designation for each class and, prior to the issuance of any shares of a class, if shares of any other class are outstanding, a description of the preferences, voting powers, qualifications, special or relative rights or privileges as to each class thereof and any series then established; (f) The street address of the initial principal office of the corporation in the Commonwealth; (g) The name, residence, and post office address of each of the initial directors and the president, treasurer, and clerk of the corporation; (h) The date of the fiscal year of the corporation initially adopted; (i) The name and business address of the resident agent, if any, of the corporation. In accordance with M.G.L. c. 156B, § 13, the information listed in 950 CMR 104.03(1)(f) through 104.03(1)(i) shall not for any purpose be treated as a permanent part of the Articles of Organization. For information relative to changes in that part of the Articles, see 950 CMR 104.08. (2) The Articles of Organization, in addition, may include the following information: (a) Any restrictions imposed upon the transfer of shares of stock of any class; (b) Any other lawful provisions for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders. (c) A provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as director notwithstanding any provision of laws imposing such liability, provided however that such provision shall not limit or eliminate the liability of a director; 1. for any breach of the director's duty of loyalty to the corporation or its stockholders; 2. for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; 3. under section sixty-one or sixty-two; or 4. for any transaction from which the director derived an improper personal benefit. Articles of Organization shall become effective upon the endorsement of approval by the Division and payment of the proper fee. The fee shall be deemed to have been paid when it is entered with the cashier. The Articles of Organization may specify a later effective date not more than 30 days after the date of filing. Articles of Organization presented for filing in proper form and accompanied by the appropriate fee before 4:00 pm may be approved by the Division on the day of presentation, subject to the volume of business handled on each particular day. If space on the form on which the Article of Organization are filed is not adequate for the writing required by the applicant then additional information shall be inserted on separate sheets of paper of the size of 8 ½ by 11 inches pursuant to 950 CMR 103.05. The Division shall send a copy of the approved Articles of Organization to the corporation within 60 days after filing. The name, address, and telephone number of the person to whom the said copy is to be sent should be listed on the back page of the Articles of Organization.