Massachusetts General Laws
Mass. Gen. Laws ch. 155, § 3 (2026)
Acts of incorporation and corporate organizations subject to legislative action
✓ current as of July 2026
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Section 3. Every act of incorporation passed since March eleventh, eighteen hundred and thirty-one, shall be subject to amendment, alteration or repeal by the general court. All corporations organized under general laws shall be subject to such laws as may be hereafter passed affecting or altering their corporate rights or duties or dissolving them. Corporations shall, notwithstanding such repeal or dissolution, be subject to sections fifty-one and fifty-two. Such laws of amendment, alteration or repeal or such dissolution shall not take away or impair any remedy which may exist by law consistently with said sections against the corporation, its members or officers, for a liability previously incurred.
Notes of Decisions
Cited in 5
cases, 1924–1948 · leading case: Opinion of the Justices to the Senate & the House of Representatives, 147 N.E. 681 (Mass. 1925).
Opinion of the Justices to the Senate & the House of Representatives, 147 N.E. 681 (Mass. 1925). “It cannot be exercised arbitrarily or so as to violate fundamental principles of justice; but it is not exceeded so long as the object of the charter is not defeated or essentially impaired and property and rights acquired upon the faith of the charter are not taken away.”
Opinion of the Justices to the House of Representatives, 159 N.E. 70 (Mass. 1927). “Its present terms are found in G. L. c. 155, § 3. There are limitations to *595 the exercise of this reserved power, but they do not seem to be germane to the question because the operative force of the proposed statute is optional upon its acceptance by the Boston Elevated…”
Opinion of the Justices to the Senate, 278 Mass. 607 (Mass. 1932). “81, approved on March 11, 1831, now embodied in G. L. c. 155, § 3 (see art. 59 of the Amendments to the Constitution), whereby there is reserved the power of amendment of charters of corporations, whose charters contain no express provision subjecting them to the control of the…”
Delaware & Hudson Co. v. Boston R.R. Holding Co., 81 N.E.2d 553 (Mass. 1948). “General application of the liquidation provisions to corporations incorporated by special law was not restored until the enactment of G. L. c. 155, § 3, too late to affect any question of contract in this case.”
Tapper v. Boston Chamber of Com., 144 N.E. 89 (Mass. 1924). “G. L. c. 155, § 3. Commissioners on Inland Fisheries v.”
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