Mass. Gen. Laws ch. 156 § 45
If a reduction of the capital stock of any corporation shall have been authorized by its stockholders in accordance with section forty-one, or if a change or exchange of stock resulting in a reduction of capital shall have been authorized in accordance with section forty-one C, the articles of amendment shall also set forth (a) the total amount of capital stock already authorized and issued; (b) the amount of the reduction and the manner in which it shall be effected; (c) a copy of the vote authorizing the reduction. No reduction of capital stock shall be lawful which renders the corporation bankrupt or insolvent, but the capital stock may be reduced by the surrender by every stockholder of his shares and the issue to him in lieu thereof of a proportional decreased number of shares, if the assets of such corporation are not reduced thereby, without creating any liability of the stockholders of such corporation in case of the subsequent bankruptcy of such corporation.
Mass. Gen. Laws ch. 156, § 45