Annual meeting requirements under M.G.L. c. 156D § 7.01 (Massachusetts)
Massachusetts corporations must hold an annual shareholders' meeting under M.G.L. c. 156D § 7.01 within 6 months after fiscal year end. The meeting can be replaced by majority written consent under § 7.04.
| M.G.L. c. 156D § 7.01 | Annual meeting required |
|---|---|
| M.G.L. c. 156D § 7.04 | Action by written consent |
| M.G.L. c. 156D § 7.05 | Notice of meeting |
| M.G.L. c. 156D § 7.21 | Voting |
| Deadline | Within 6 months after fiscal year end |
| Written consent | Majority sufficient for most actions |
- Annual meeting under M.G.L. c. 156D § 7.01 within 6 months after fiscal year end
- Massachusetts uses fiscal-year-anchored deadline (not anniversary or fixed-day)
- Written consent under § 7.04 permits majority for most actions
- Notice 7-60 days before the meeting under § 7.05
- Court-ordered meeting available under § 7.03
M.G.L. c. 156D § 7.01 requirements
Section 7.01 of the Massachusetts Business Corporation Act requires every Massachusetts corporation to hold an annual shareholders' meeting within 6 months after the fiscal year end. The fiscal-year-anchored deadline is distinctive; most US states use anniversary dates or fixed calendar dates. Massachusetts adopted the MBCA in 2003, so the framework follows MBCA Chapter 7 closely.
Written consent under § 7.04
Massachusetts's consent regime follows the MBCA majority-consent approach. Shareholders may take action by written consent signed by holders of the minimum votes required at a meeting. For most actions including director elections, majority consent is sufficient. Massachusetts does not require unanimous consent for director elections (unlike California's split regime).
Notice timing under § 7.05
Massachusetts permits a shorter minimum notice period (7 days) than some MBCA states (which typically require 10 days), though most corporations send notice closer to the typical 21-day standard. The maximum notice period is 60 days under § 7.05.
What's distinctive about Massachusetts
The fiscal-year-anchored annual-meeting deadline is Massachusetts's most distinctive feature. For corporations with non-calendar fiscal years, this means the annual meeting moves with the fiscal calendar rather than being fixed to a calendar quarter. Massachusetts is otherwise an MBCA-aligned state with no significant divergences. The combination of moderate fees ($125 annual report) and standard MBCA annual-meeting framework makes Massachusetts a middle-of-the-road jurisdiction for ongoing compliance.
Octelligence generates the annual unanimous written consent or meeting minutes for every corporation, with director election, financial statement approval, and auditor appointment or waiver pre-formatted.
See Digital Corporate RecordsTracked deadlines, jurisdiction-specific templates, electronic written consents, and a complete minute book record.