Massachusetts General Laws

Mass. Gen. Laws ch. 156, § 36 (2026)

Officers' liability

✓ current as of July 2026

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Section 36. The president, treasurer and directors of every corporation shall be jointly and severally liable for all the debts and contracts of the corporation contracted or entered into while they are officers thereof if any stock is issued in violation of section fifteen, sixteen, forty-six B or forty-six D, or if any statement or report required by this chapter is made by them which is false in any material representation and which they know to be false; but directors who vote against such issue, and are recorded as so voting, shall not be so liable, and only the officers signing such statement or report shall be so liable; provided, that the officers signing a false report of condition shall be liable only for debts contracted and contracts entered into before the filing of the next subsequent report of condition, and only to persons who shall have relied upon such false report to their damage.

Notes of Decisions

Cited in 17 cases, 1927–1981 · leading case: Cont'l Corp. v. Gowdy, 186 N.E. 244 (Mass. 1933).

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Cont'l Corp. v. Gowdy, 186 N.E. 244 (Mass. 1933). · cites it 3× “, herein referred to as the defendant corporation, upon certain promissory notes or bonds of said corporation,-to enforce the personal liability, under G. L. c. 156, § 36, of the individual defendants as directors of said corporation for such corporate indebtedness, and to reach…”

Stand. Oil Co. of New York v. Back Bay Hotels Garage, Inc., 188 N.E. 619 (Mass. 1934). · cites it 3× “These facts, unless the findings of the judge are to be set aside, established the liability of all the individual defendants, under G. L. c. 156, § 36. “The liability extends to obligations existing at the time the false statement or report is made, and to those thereafter…”

H. B. Humphrey Co. v. Pollack Roller Runner Sled Co., 180 N.E. 164 (Mass. 1932). · cites it 3× “if any statement or report required by this chapter is made by them which is false in any material representation and which they know, or on reasonable examination could have known, to be false .”

E. S. Parks Shellac Co. v. Jones, 265 Mass. 108 (Mass. 1928). “(See now G. L. c. 156, §§ 36, 37, 38, 39.) Said c.”

Manning v. Campbell, 162 N.E. 770 (Mass. 1928). “The by-laws of the company place in the hands of the directors the management, control and direction of all the business affairs of the company and its undertakings, the fixing of values and the doing of all lawful acts to carry into effect the powers of the company.”

Union Mkt. Nat'l Bank v. Gardiner, 177 N.E. 682 (Mass. 1931). “The statutory liability sought to be enforced is set out in G. L. c. 156, § 36, whereby it is provided, so far as here material, that the “president, treasurer and directors of every corporation shall be jointly and severally liable for all the debts and contracts of the…”

Mitchell v. Mitchell, Woodbury Co., 160 N.E. 539 (Mass. 1928). “G. L. c. 156, § 36. In Olympia Theatres, Inc.”

Arey v. George Assocs., Inc., 12 N.E.2d 84 (Mass. 1937). “ut deduction for certain taxes, but after deducting eight per cent on the invested capital and surplus, and (2) To compel the individual defendants to pay to the plaintiff such sums as might be found due him in default of payment by the corporation, on the theory that the…”

Frank Kumin Co. v. Marean, 186 N.E. 780 (Mass. 1933). “The bill is framed on G. L. c. 156, § 36, and contains allegations assumed to be adequate to set out a cause of action against the defendants ■who are officers and directors of the corporation under that section.”

Empire Labs. Inc. v. Golden Distrib. Corp., 266 Mass. 418 (Mass. 1929). · cites it 2× “This is a suit in equity under G. L. c. 156, §§ 36, 38, to enforce the liability of the officers of the Golden Distributing Corporation, hereafter called the Golden Company, for the debts of the corporation, the defendants being charged with making a false return.”

Dustin v. Randall Faichney Corp., 160 N.E. 528 (Mass. 1928). “By G. L. c. 156, § 36, so far as material to the issue, the president, treasurer and directors of the corporation are made hable for the debts and contracts of the corporation if stock is issued in violation of § 15 or §16, or if any statement or report required by this chapter…”

Orvis v. Jackson, 289 Mass. 348 (Mass. 1935). · cites it 4× “This suit in equity, brought under the provisions of G. L. c. 156, §§ 36, 38, by creditors of P.”

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