Section 101.01 - General Information(1)Scope and Application of the Rules. 950 CMR 101.00et. seq. governs procedures in "adjudicatory proceedings" conducted before the Corporations Division of the Office of the State Secretary and subject to the provisions of M.G.L. c. 30A, the State Administrative Procedures Act. "Adjudicatory proceedings" are defined by the Act as proceedings "in which the legal rights, duties or privileges of specifically named persons are required by constitutional right or by any provision of the General Laws to be determined after opportunity for an agency hearing." (M.G.L. c. 30A 1(1)) The rules contained herein are not applicable to hearings which do not conform to the definition of "adjudicatory proceedings." Where good cause appears, and waiver is not contrary to statute, the Division may permit deviation from these rules. 950 CMR 101.00et. seq. generally, but not exclusively, applies to M.G.L. c. 156B commonly referred to as the Business Corporation Law. Specific attention is devoted for the sake of the hearing process to M.G.L. c. 156B, § 11 and is reprinted here in part for reference. M.G.L. c. 156B § 11 -- Assumption of Corporate Name, etc.; Reservation of Name, etc.
(a) A corporation may assume any name which, in the judgment of the state secretary, indicates that it is incorporated; but it shall not assume the name or trade name of another corporation established under the laws of the Commonwealth, or of a corporation wherever established, firm, association or person carrying on business in the commonwealth, at the time of incorporation or change of name of the corporation assuming any suchname or within three years prior thereto, or assume a name which is under reservation under the laws of the commonwealth for another or proposed corporation wherever established, or assume a name so similar to any of the foregoing as to be likely to be mistaken for it, except with the written consent of the said corporation, firm or association or of such person previously filed with the state secretary. The supreme judicial or superior court shall have jurisdiction in equity, upon the application of any person interested or affected, to enjoin such corporation from doing business under a name assumed in violation of any provision of 950 CMR 101.01, although articles of organization or articles of amendment may have been approved and filed.(b) If within 30 days after the date when articles of organization or articles of amendment effecting a change of name of any corporation are filed in the office of the state secretary, any corporation or person in whose name a corporate name is under reservation, or any other corporation or any firm, association or person carrying on business in the commonweal that the time when such articles are so filed, or within three years prior thereto, shall protest in writing to the state secretary that the name assumed by the corporation is the same as the name, name under reservation or trade name of the party protesting or so similar thereto as to be likely to be mistaken for it, the state secretary shall, as soon as reasonably may be, hear the party protesting and the corporation which assumed the name, giving written notice of the hearing to each. If after the hearing the state secretary shall be of the opinion that the assuming of the name violates any provisions of 950 CMR 101.01(1)(b), he shall file a statement with drawing his approval of said articles of organization or articles of amendment in so far as they relate to the name assumed by the corporation and give written notice thereof to the party protesting and to the corporation, such withdrawal to take effect 60 days after the date of filing. After the expiration of said period of 60 days, the corporation shall have no right to use the name assumed and maybe enjoined from doing business under such name by the supreme judicial or superior court upon application of the attorney general or any person interested or affected.(2)Communications. All communications, including correspondence, motions and pleadings should be addressed and filed with the Corporations Division, Office of the Secretary of State, One Ashburton Place, Room 1710, Boston, Massachusetts 02108.(3)Date of Receipt. All communications, including correspondence, motions and pleadings, shall be deemed to be filed or received on the date on which they are actually received by the Division, party or other person.(4)Computation of Time. Computation of any period of time referred to in these rules shall begin with the first day following that on which the act which initiates such period of time occurs. When the last day of the period so computed is a day on which the office of the Division is closed, the period shall run until the end of the next business day. When such period of time, with the intervening Saturdays, Sundays and legal holidays counted, is five days or less, the said Saturdays, Sundays and legal holidays shall be excluded from the computation; otherwise such days shall be included in the computation.(5)Extensions of Time. It shall be within the discretion of the Division to extend, for good cause shown, any time limit prescribed or allowed by these rules. All requests for extensions shall be made by motion and shall be made before the expiration of the period originally prescribed or as previously extended. The Division shall notify all parties of its action upon the motion. Extensions shall be granted only when the Division is satisfied that good cause has been shown, and not otherwise.(6)Signatures. Every application, notice, pleading, petition, complaint, motion, brief, memorandum and other document shall be signed by the filing party or by one or more attorneys, in their individual names on behalf of the filing party. This signature constitutes a certification by the signer that he has read the document; that to the best of his knowledge every statement contained in the instrument is true; and that it is not interposed for delay.(7)Ex Parte Communication. In an adjudicatory proceeding no party shall communicate ex parte with any member of the Division or any employee of the Division involved in the decisional process, with respect to the merits of that or any other related proceeding. In an adjudicatory proceeding, if any ex parte communication is directed to any person in violation of the first sentence, the hearing officer or his designee and all other parties shall be immediately informed of the substance of the communication and the circumstances of its receipt, provided, that a request for information with respect to the status of an adjudicatory proceeding shall not be prohibited by 950 CMR 101.01(7).