Chapter 156B - CERTAIN BUSINESS CORPORATIONS

Section 156B:1 - Citation of chapter
Section 156B:2 - Definitions; corporation; articles of organization
Section 156B:3 - Application; exceptions
Section 156B:4 - Rights and liabilities of existing corporations, directors, officers and stockholders
Section 156B:5 - Adoption of chapter by certain corporations created by special act, liability for debts
Section 156B:6 - State secretary; duties
Section 156B:6A - Correction of inaccurate corporate records; filing
Section 156B:7 - Change of law; effect
Section 156B:8 - Voting by stockholders; effect of articles of organization or by-laws
Section 156B:9 - Corporate powers; exceptions
Section 156B:9A - Partnership
Section 156B:9B - Contracts of guarantee and suretyship
Section 156B:10 - Unauthorized exercise of franchise or privilege or transaction of business; injunction
Section 156B:11 - Name
Section 156B:12 - First meeting; by-laws; officers; consent to action; articles of organization
Section 156B:13 - Articles of organization; contents
Section 156B:14 - Change of principal office
Section 156B:15 - Limitation on stock holdings in certain other corporations
Section 156B:16 - Scope of by-laws
Section 156B:17 - Power to make, amend and repeal by-laws
Section 156B:18 - Consideration for issuance of stock
Section 156B:19 - Payment for stock; cash or instalments; record; transfer
Section 156B:20 - Pre-emptive rights
Section 156B:21 - Unissued shares; authority to issue; consideration
Section 156B:21A - Reacquired shares; restoration to unissued share status
Section 156B:22 - Terms of payment; demand; notice of payment due
Section 156B:23 - Stockholders' liability
Section 156B:24 - Default of subscriber; sale; deficiency or surplus; action; forfeiture
Section 156B:25 - Default in instalment payments; sale; surplus or deficiency; action; forfeiture; dividends on forfeited shares
Section 156B:26 - Division of class of stock into series; variations; reissue of restored shares; filing of certificate
Section 156B:27 - Certificates for shares held
Section 156B:28 - Fractional shares; scrip; dividends and voting rights; exchange or sale
Section 156B:29 - Replacement of certificates
Section 156B:30 - Certificate for stock transferred as collateral security
Section 156B:31 - Unclaimed dividends; publication
Section 156B:32 - Location of records; stock and transfer records, evidence, exhibition or refusal, court order
Section 156B:32A - Terms and conditions of issued rights or options
Section 156B:33 - Annual stockholders' meeting
Section 156B:34 - Special stockholders' meeting
Section 156B:35 - Place of stockholders' meetings
Section 156B:36 - Notice of stockholders' meeting
Section 156B:37 - Waiver of notice
Section 156B:38A - Filing of certificate
Section 156B:39 - Quorum
Section 156B:40 - Voting by corporation
Section 156B:41 - Stockholders' voting rights; proxy regulations
Section 156B:41A - Agreements for voting shares
Section 156B:42 - Record date; closing transfer books
Section 156B:43 - Consent in lieu of stockholders' meeting; effect
Section 156B:44 - Exercise of stockholders' rights by incorporators prior to stock issuance
Section 156B:45 - Stockholders' liability on distribution causing insolvency or bankruptcy
Section 156B:46 - Stockholder's action; qualifications of plaintiff
Section 156B:47 - Directors; number; election; qualifications
Section 156B:48 - Election or appointment of officers; qualifications; bonds; records of proceedings
Section 156B:49 - Resident agent
Section 156B:50 - Term of officers and directors; contingent term; vacancy
Section 156B:50A - Directors; staggered terms; election for exemption; vacancies
Section 156B:51 - Removal of officers and directors
Section 156B:52 - Filling vacancies
Section 156B:53 - Certificate of change in officers or directors; forfeiture for failure to file
Section 156B:54 - Powers of directors
Section 156B:55 - Committees; delegation of powers
Section 156B:56 - Meetings of directors; necessity of notice
Section 156B:57 - Quorum at directors' meeting
Section 156B:58 - Notice of directors' meeting
Section 156B:59 - Consent in lieu of directors' meeting; effect; telephone conference meetings
Section 156B:60 - Improper stock issue; liability of directors
Section 156B:61 - Unauthorized distributions; liability of directors
Section 156B:62 - Loans to insiders; liability of officers and directors
Section 156B:63 - False statement or report; liability of officers
Section 156B:64 - False articles; liability of officers and incorporators
Section 156B:65 - Good faith and prudence as defense
Section 156B:66 - Contribution
Section 156B:67 - Indemnification of officers and directors
Section 156B:68 - False statement or report; domestic; punishment
Section 156B:69 - False statement or report; other state or country; punishment
Section 156B:70 - Amendments authorized by majority vote
Section 156B:71 - Amendment of articles of organization; authorization by corporation
Section 156B:72 - Articles of amendment; filing; when effective
Section 156B:73 - Amendment on reorganization
Section 156B:74 - Restatement of articles of organization; vote; filing; contents; time effective
Section 156B:75 - Mortgage or disposal of assets; vote; notice of meeting
Section 156B:76 - Dissenting stockholder; right to demand payment for stock
Section 156B:77 - Amendments adversely affecting rights of stockholder
Section 156B:78 - Consolidation and merger of domestic corporations
Section 156B:79 - Consolidation and merger of domestic and foreign corporations
Section 156B:80 - Effect of consolidation or merger; rights of creditors
Section 156B:81 - Surviving or new corporation; bond and stock issues to complete merger or consolidation
Section 156B:82 - Merger of subsidiary into parent corporation
Section 156B:83 - Merger of association or trust into corporation
Section 156B:83A - Consolidation or merger
Section 156B:84 - Certificate of filing articles of consolidation or merger
Section 156B:85 - Dissenting stockholder; right to demand payment for stock; exception
Section 156B:86 - Sections applicable to appraisal; prerequisites
Section 156B:87 - Statement of rights of objecting stockholders in notice of meeting; form
Section 156B:88 - Notice of effectiveness of action objected to
Section 156B:89 - Demand for payment; time for payment
Section 156B:90 - Demand for determination of value; bill in equity; venue
Section 156B:91 - Parties to suit to determine value; service
Section 156B:92 - Decree determining value and ordering payment; valuation date
Section 156B:93 - Reference to special master
Section 156B:94 - Notation on stock certificates of pendency of bill
Section 156B:95 - Costs; interest
Section 156B:96 - Dividends and voting rights after demand for payment
Section 156B:97 - Status of shares paid for
Section 156B:98 - Exclusive remedy; exception
Section 156B:99 - Petition for dissolution in supreme judicial court; cases
Section 156B:100 - Voluntary dissolution; manner
Section 156B:101 - Dissolution by state secretary
Section 156B:102 - Continuation for purposes of litigation and settlement of affairs
Section 156B:103 - Petition for distribution; notice
Section 156B:104 - Receivership; dissolved or terminated corporation; jurisdiction; application; powers of receiver
Section 156B:105 - Receivership; corporation as judgment debtor; powers of receiver
Section 156B:106 - Duties of receiver
Section 156B:107 - Dissolution; return; notice to corporation
Section 156B:108 - Revival of dissolved corporation for general or limited purposes; conditions; effect
Section 156B:109 - Annual report; contents
Section 156B:112 - Annual report; failure or refusal to file; penalties
Section 156B:113 - Action to recover penalties and forfeitures; venue; injunction
Section 156B:114 - Fees
Section 156B:115 - Conveyance of land
Section 156B:116 - Certificate of good standing