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

Mass. Gen. Laws ch. 156, § 37 (2026)

Directors' liability

✓ current as of July 2026
Find cases: SyfertCases citing this section MAmalegislature.gov (official) JustiaChapter on Justia CornellLII Search CasesGoogle Scholar

Section 37. The directors of every corporation shall be jointly and severally liable for the debts and contracts of the corporation in the following cases:

First. For declaring or assenting to a dividend if the corporation is, or thereby is rendered, bankrupt or insolvent, to the extent of such dividend.

Second. For debts contracted between the time of making or assenting to a loan to a stockholder or director and the time of its repayment, to the extent of such loan.

Directors who vote against declaring said dividend or who vote against making said loan shall not be liable as aforesaid.

Notes of Decisions
Cited in 6 cases, 1929–2019 · leading case: Calkins v. Wire Hardware Co., 165 N.E. 889 (Mass. 1929).
Sort: Relevance Newest Treatment
Calkins v. Wire Hardware Co., 165 N.E. 889 (Mass. 1929). “For declaring or assenting to a dividend if the corporation is, or thereby is rendered, bankrupt or insolvent, to the extent of such dividend.”
Cont'l Corp. v. Gowdy, 186 N.E. 244 (Mass. 1933). “) G. L. c. 156, § 37 (see G. L. [Ter. Ed.] c.”
Union Mkt. Nat'l Bank v. Gardiner, 177 N.E. 682 (Mass. 1931). “108 , at page 113, that it was plain from G. L. c. 156, § 37, that the Legislature intended that this cause of action should survive the death of a, party.”
Stevens Linen Assocs., Inc. v. Crawford (In Re Stevens Linen Assocs., Inc.), 156 B.R. 718 (Bankr. D. Mass. 1993). “The court made the quoted statement in the course of its discussion of the statute of limitations applicable to the action against the directors. The court was obviously referring only to that cause of action.”
CSX Transp., Inc. v. Tri Cnty. Recycling, Inc., No. 1:18-cv-12095, 2019 WL 3225754 (D. Mass. July 17, 2019). · cites it 2× “The creditor sued the corporation and two of its directors pursuant to Mass. Gen. L. c. 156, § 37, which makes directors of a corporation jointly and severally liable “for declaring or assenting to a dividend if the corporation is, or thereby is rendered, bankrupt or insolvent,…”
James Cowan & Sons, Inc. v. Townline, Inc., 1981 Mass. App. Div. 66 (Mass. Dist. Ct., App. Div. 1981). “The second statute relied on by the appellant in seeking to assert personal liability against the defendants is M.G.L.c. 156, §37. This statute provides, in relevant part, that the directors of a corporation shall be jointly and severally liable for the debts of the coiporation…”
Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.