Massachusetts corporate records guide

Topic guides for Massachusetts

Four jurisdiction-specific guides covering the records you must keep and the filings you must make under M.G.L. c. 156D:

Massachusetts and the MBCA

Massachusetts adopted the MBCA in 2003, replacing the older Massachusetts Business Corporation Law that had been in force since 1903. M.G.L. c. 156D uses MBCA section numbering and structure, which means recordkeeping and inspection provisions look nearly identical to those in Florida (FBCA) and Washington (WBCA).

The adoption modernized many aspects of Massachusetts corporate law: clearer rules for board action, broader use of written consents, simplified merger procedures, and the two-tier inspection regime. One terminology quirk preserved from the older statute: Massachusetts uses 'articles of organization' rather than 'articles of incorporation'. The function is identical to articles of incorporation elsewhere.

Distinctive 5% rule

M.G.L. c. 156D § 16.04 grants shareholders holding at least 5% of any class of outstanding shares the right to obtain a complete shareholder list before any meeting on three days' written notice. This is distinct from the general two-tier inspection right under § 16.02, the 5% rule does not require proper purpose. It facilitates proxy contests and shareholder activism by ensuring substantial holders can obtain contact information quickly. Few other US states have an equivalent rule.