Massachusetts. Corporations Division

Early incorporations of religious, charitable, educational, and other non-profit organizations were authorized through charters granted through the passage of special acts by the General Court. Changes to this process began per St 1857, c 56, which directed the articles of association of charitable corporations to be filed in the registry of deeds in the county where the organization was located. Filing of articles of organization and the issue of certificates of charter by the Secretary of the Commonwealth for charitable and other non-profit organizations was established per St 1874, c 375.

St 1901 c 405 required charitable organizations applying for incorporation to have their purposes and personnel investigated for possible illegal activity or unsuitable persons by the Board of State Charities (in 1919 the Dept. of Public Welfare), before they could be issued a certificate of incorporation by the state secretary. St 1954, c 539, s 1 gave these investigatory and filing responsibilities to the newly-established Division of Public Charities in the Attorney General's Office. See its: Charitable corporation filings ((M-Ar)554).

From the description of Articles of organization and amendments--non-profit, 1925-1993. (Unknown). WorldCat record id: 753988554

The Corporations Division, as it is currently known, operating within the Secretary of the Commonwealth's Office, is the central filing office for recording the registration and incorporation of businesses and other organizations in the Commonwealth of Massachusetts. Each type of organization files its own series of documents pursuant to the relevant laws as follows: corporations (MGLA c 156D (was B)); foreign (out of state) corporations (MGLA c 181); limited partnerships (MGLA c 109); trusts (MGLA c 182); professional organizations (MGLA c 156A); and charitable and other non-profit organizations (public charities) (MGLA c 180). The Corporations Division is also responsible for the recording of trade and service marks.

Early incorporations were authorized through charters granted through the state legislature, and recorded in legislation. Changes to this process began with St 1851, c 133, which established the rules and procedures allowing manufacturing and related businesses to incorporate as joint stock companies without legislative approval. The legislation required corporations to file their articles of organization and notice of any changes in capital stock with the state secretary, who was to publish and submit to the legislature an annual abstract of all filings. The secretary was to examine the articles of organization, verify their legality, and upon approval sign and seal a certificate of incorporation, which served as a charter. 1875, c 177 instructed corporations in the filing of amendments of their articles of organization with the secretary.

By St 1865, c 283, corporations were required to file with the Tax Commissioner an annual report detailing their holdings. St 1870 c 224, a codification of corporations law, included the filing of annual reports (known as certificates of conditions) with the secretary. The act also included the creation of a Commissioner of Corporations, a deputy Tax Commissioner appointed by the state treasurer to inspect incorporation filings. Articles of organization filings approved by the commissioner were then filed with the secretary, who issued, signed, and sealed the certificate of corporation, now on a standardized form. St 1919, c 350, ss 52-55 merged the Tax Commissioner and Commissioner of Corporations into the Dept. of Corporations and Taxation.

Filings of articles of organization kept by the state secretary were, from 1892 to 1905, and from 1924 on, according the secretary's annual report, the responsibility of its Corporation Division. St 1941, c 587 established a formal Corporation Division, to be headed by an attorney. St 1962, c 750 transferred many filing responsibilities from the Dept. of Corporations and Taxation to the secretary. The division then became responsible not only for keeping records and issuing certificates but for insuring that the registration and organization of corporations conformed to the general laws governing corporations in Massachusetts.

The incorporation of charitable and other non-profit organizations without the passage of legislative acts started with St 1857, c 56, which required the articles of association of charitable corporations to be filed in the registry of deeds in the county where the organization was located. Filing of articles of organization and the issue of certificates of charter by the state secretary for such organizations was established per St 1874, c 375. Similar procedures for the incorporation of churches were provided for by St 1887, c 404. Various acts later exempted many types of charitable and educational institutions from filing annual reports.

St 1901, c 405 required charitable organizations applying for incorporation to have their purposes and personnel investigated for possible illegal activity or unsuitable persons by the Board of State Charities (in 1919 the Dept. of Public Welfare), before they could be issued a certificate of incorporation by the secretary. St 1954, c 539, s 1 gave these investigatory and filing responsibilities to the newly-established Division of Public Charities in the Attorney General's Office.

Specific statutes regarding the filing of articles of organization and issue of certificates of charter for other types of businesses and professions include: insurance companies (St 1872, c 375), limited partnerships (St 1873, c 320), cooperative savings funds and loan associations (St 1877, c 224), and foreign corporations (St 1884, c 330). Added to the secretary's responsibilities per St 1893, c 443 was registration of labels, trademarks, or form of advertisement per St 1957, c 765, filings under the Uniform Commercial Code; and per St 1995, c 281, registration of limited liability companies and partnerships.

Resolves 1893, c 32 gave the secretary the funding to produce an index of corporation filings since 1780, arranged by type of business, and St 1959, c 327 directed the secretary to create an alphabetical index of the filings. Types of records filed with the division include applications; articles of organization and amendment; annual reports; change of officers and directors; bylaws; registrations; Dept. of Public Health, Dept. of Public Works, or Board of Higher Education approvals; revivals of dissolved corporations; and related correspondence.

From the description of Agency history record. (Unknown). WorldCat record id: 145429266