Mass. Gen. Laws » Part I Title XXII Chapter 156
Massachusetts General Laws

Mass. Gen. Laws ch. 156, § 16 (2026)

Issuance of unissued balance of authorized capital stock; approval; filing

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Section 16. The whole or any part of any unissued balance of the authorized capital stock may be issued, subsequent to the issue of stock certified by the articles of organization, by vote of the directors, under authority of the by-laws or of a general or special vote of the incorporators at the first meeting or of the stockholders at a subsequent meeting, if, within thirty days after such vote of the directors, a certificate signed and sworn to by the president, treasurer and a majority of the directors is submitted to the secretary, setting forth—(a) the total amount of capital stock authorized; (b) the amount of stock already issued for cash payable by instalments and the amount paid thereon; also the amount of full paid stock already issued for cash, property, services or expenses; (c) the amount of additional stock to be issued for cash, property, services or expenses, respectively; (d) a description of said property, and a statement of the nature of said services or expenses, in the manner required by section ten. The secretary shall examine such certificate in the same manner as the original articles of organization. If he finds that it conforms to the requirements of law, he shall endorse his approval thereon, and it shall thereupon be filed in the office of the state secretary, upon payment of the fee provided in section fifty-five. No issue of stock subsequent to that certified by the articles of organization shall be lawful until said certificate is filed with the secretary as aforesaid. No stock shall be at any time issued unless the cash, so far as due, or the property, services or expenses for which it was authorized to be issued, has been actually received or incurred by, or conveyed or rendered to, the corporation, or is in its possession as surplus; nor shall any note or evidence of indebtedness, secured or unsecured, of any person to whom stock is issued, be deemed to be payment therefor; and the president, treasurer and directors shall be jointly and severally liable to any stockholder of the corporation for actual damages caused to him by such issue.

Notes of Decisions
Cited in 7 cases, 1928–2004 · leading case: Samia v. Cent. Oil Co. of Worcester, 158 N.E.2d 469 (Mass. 1959).
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Samia v. Cent. Oil Co. of Worcester, 158 N.E.2d 469 (Mass. 1959). “If G. L. c. 156, § 16, as amended, is applicable at all, it was satisfied if the partnership assets were transferred immediately upon the filing of the incorporation papers.”
Mitchell v. Mitchell, Woodbury Co., 160 N.E. 539 (Mass. 1928). · cites it 2× “G. L. c. 156, § 16. The vote of the stockholders authorizing the issuance of preferred stock when and as paid for in cash in such amounts as may be subscribed for from time to time, and providing that the remaining authorized stock unsubscribed for shall remain in the treasury…”
Barrett v. W. A. Webster Lumber Co., 175 N.E. 765 (Mass. 1931). “ed that under the laws of this Commonwealth a corporation may purchase its capital stock, and that the purchase from Henry and the giving of notes of the corporation in payment therefor were valid as to the plaintiff unless rights of preferred stockholders were thereby violated;…”
Dustin v. Randall Faichney Corp., 160 N.E. 528 (Mass. 1928). “The bill also alleges that the stock cannot be readily resold at a reasonable price; that no certificate under G. L. c. 156, § 16, to validate subsequent issues of stock, has ever been submitted to the commissioner of corporations; that the stock issued to the plaintiff has…”
Williams v. Vanaria, 2000 Mass. App. Div. 162 (Mass. Dist. Ct., App. Div. 2000). “, G.L.c. 156, §§16, 36-38; G.L.c. 64H, §16.”
Black v. Taft, 187 N.E. 96 (Mass. 1933). · cites it 5× “” This provision cannot rightly be construed as conferring upon the directors authority to vote the issue of an unissued balance of stock without compliance with the provisions of G. L. c. 156, § 16. “The directors of a corporation act in a strictly fiduciary capacity.”
Pasquale v. Casale, 18 Mass. L. Rptr. 549 (Mass. Super. Ct. 2004). “G.L.c. 156, §16 (2002 ed.). To the extent that corporate by-laws are consistent with Chapter 156B the by-laws are controlling.”
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