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

Mass. Gen. Laws ch. 156, § 38 (2026)

Conditions to liability; enforcement of liability

✓ current as of July 2026
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Section 38. A stockholder of a corporation shall be held liable for its debts and contracts under section thirty-five, and the president or treasurer, or a director of any such corporation, shall be held so liable under section thirty-six or thirty-seven, if the corporation has been duly adjudicated bankrupt. The president or treasurer, or a director, shall also be held so liable under section thirty-six or thirty-seven, if before a suit to enforce such liability is brought by a creditor of said corporation, a written demand by or on behalf of the creditor upon such corporation for the payment of his claim has been made, and said corporation has for ten days thereafter neglected to pay it. Except as above provided, no suit shall be maintained against a stockholder or officer for the debts or contracts of the corporation.

After such adjudication of bankruptcy, or after the said demand and neglect to pay the claim, the clerk, or other officer having charge of the records of such corporation, upon request of a creditor of the corporation or of his attorney, shall furnish to him a certified list of the names of all persons who were officers or stockholders in such corporation at the time when the liability to be enforced against them personally accrued. The supreme judicial or superior court shall have jurisdiction in equity to compel such list to be furnished. After an adjudication of bankruptcy or after the said demand and neglect to pay the claim, any creditor may file a bill in equity in the supreme judicial or superior court in behalf of himself and of such other creditors of the corporation, entitled to enforce their claims against the same defendants, as may join in the bill as plaintiffs, against it and all persons who are liable to the plaintiff as stockholders or officers for the recovery of the money due from the corporation to himself and to such other creditors for which the stockholders or officers may be personally liable by reason of any act or omission on the part of the corporation or any of the other defendants, setting forth the bankruptcy of the corporation, or the said demand and neglect to pay the claim, and the grounds upon which it is expected to charge the stockholders or officers personally.

Notes of Decisions
Cited in 10 cases, 1928–2005 · leading case: Saggese v. Kelley, 837 N.E.2d 699 (Mass. 2005).
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Saggese v. Kelley, 837 N.E.2d 699 (Mass. 2005). “To the extent that their reliance instead is on G. L. c. 156, § 38, that section has not been made applicable to G.”
George Hyman Constr. Co. v. Gateman, 16 F. Supp. 2d 129 (D. Mass. 1998). “G.L. c. 156, § 38). The Court, having not held “a hearing to ‘establish the truth of any averment’ in the complaint,” assumes “that all well pleaded factual allegations are true” as against the two defaulted corporations, Calvesco and Jackson.”
Dustin v. Randall Faichney Corp., 160 N.E. 528 (Mass. 1928). · cites it 3× “The bill alleges that it is brought under G. L. c. 156, § 38, by a creditor of the defendant corporation in behalf of himself and such other creditors as may join against the corporation and against the officers and directors thereof, to enforce the statutory liability of such…”
Stand. Oil Co. v. Y-D Supplies Co., 193 N.E. 66 (Mass. 1934). · cites it 3× “The final decree established the liability of the individual defendants, except for the ruling “That the plaintiff has failed to establish a sufficient written demand upon the corporate defendant in accordance with the terms of G. L. c. 156, § 38,” and dismissed the bill as…”
Union Mkt. Nat'l Bank v. Gardiner, 177 N.E. 682 (Mass. 1931). · cites it 2× “The method of enforcement of such liability is set forth in G. L. c. 156, § 38, in these words: “. . .”
Cont'l Corp. v. Gowdy, 186 N.E. 244 (Mass. 1933). “G. L. c. 156, § 38 (see also G. L. [Ter. Ed.”
Union Mut. Life Ins. v. Chrysler Corp., 793 F.2d 1 (1st Cir. 1986). “156, § 38 specifically says (with exceptions that do not apply here) that “no suit shall be maintained against a stockholder or officer for the debts or contracts of the corporation.” If CSA is liable for indemnity in this case, its liability rests upon a contract, whether its…”
United Oil Co. v. Eager Transp. Co., 173 N.E. 692 (Mass. 1930). “This suit was brought in the Superior Court under G. L. c. 156, § 38, by a creditor of the defendant Eager Transportation Company, a domestic corporation, against that company, its president, its treasurer and its clerk, who were also its directors, to recover from the…”
EMC Corp. v. Clearpoint Rsch. Corp., 9 Mass. L. Rptr. 611 (Mass. Super. Ct. 1999). “Noting that Massachusetts law does not make corporate officers liable for the corporation’s breach of contract (G.L.c. 156, §38), the First Circuit reversed that portion of the trial court’s ruling that had imposed such personal liability on the officer.”
James Cowan & Sons, Inc. v. Townline, Inc., 1981 Mass. App. Div. 66 (Mass. Dist. Ct., App. Div. 1981). “, 320 Mass 278 (1946), citing M.G.L.c. 156, §38. Even mNationalRefractories, supra, all the requirements of §§27 and 38 had been complied with by the creditors prior to the creditors bringing suit.”
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