Massachusetts General Laws

Mass. Gen. Laws ch. 156, § 15 (2026)

Consideration for capital stock; instalment payments

✓ current as of July 2026

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Section 15. Capital stock may be issued for cash, at not less than par, if the shares have par value, and may be issued for property, tangible or intangible, or for services or expenses. Stock issued for cash may be paid for in full before it is issued or by instalments. If it is paid for by instalments, the stock certificate shall be legibly stamped with the words '' per cent paid up, balance payable (stating manner and time of payment) and shares subject to forfeiture if unpaid,'' the facts being truly stated; and, as each instalment is demanded and paid, the certificate shall be stamped accordingly.

Notes of Decisions

Cited in 8 cases, 1928–2003 · leading case: H. B. Humphrey Co. v. Pollack Roller Runner Sled Co., 180 N.E. 164 (Mass. 1932).

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H. B. Humphrey Co. v. Pollack Roller Runner Sled Co., 180 N.E. 164 (Mass. 1932). · cites it 4× “He ruled as matter of law that, while the directors might be responsible for issuing stock in violation of G. L. c. 156, §§ 15, 16, the stock was actually issued as stated in the certificate of condition and therefore that statement was not false.”

Mitchell v. Mitchell, Woodbury Co., 160 N.E. 539 (Mass. 1928). · cites it 2× “In this Commonwealth, apart from special restrictions, stock may be issued for property, G. L. c. 156, § 15, and stock is property within the meaning of this statute.”

Wilson v. Jennings, 184 N.E.2d 642 (Mass. 1962). “We cannot say that the trial judge, upon conflicting evidence, was plainly wrong in concluding (a) that Wilson, Malick, and Jennings “agreed to be equal one-third owners of .”

Cont'l Corp. v. Gowdy, 186 N.E. 244 (Mass. 1933). “In support of such liability on the part of all or some of the individual defendants it is alleged (a) that stock of the defendant corporation was issued in violation of G. L. c. 156, §§15 and 16, — in one instance by a vote of the stockholders on or about April 9, 1929, and an…”

Henry F. Michell Co. v. Fitzgerald, 231 N.E.2d 373 (Mass. 1967). “(4) Under certain quoted provisions of G. L. c. 156, §§ 15, 16, 36, the plaintiff is owed the same amount by the defendants Bond, Robert, and Fitzgerald.”

Dustin v. Randall Faichney Corp., 160 N.E. 528 (Mass. 1928). “it has refused to perform; that while the defendants Buff, Everts and Ladd were officers and directors, capital stock was issued in violation of G. L. c. 156, §§15 and 16, without any of said directors being recorded as voting against such issue; that they have signed reports…”

Young v. Titcomb, 167 N.E. 286 (Mass. 1929). “” G. L. c. 156, §§ 15, 16. There is a faint suggestion in the record that this stock might be issued for "services.”

R.L. Whipple Co. v. Coastal Energy, Inc., 17 Mass. L. Rptr. 78 (Mass. Super. Ct. 2003). “An explanation for that might be the exclusivity provisions of G.”

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