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

Mass. Gen. Laws ch. 156, § 41 (2026)

Increase or reduction of capital stock; changes of location; change of par value of capital stock; dissolution proceedings

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Section 41. Every corporation may, at a meeting duly called for the purpose, by the vote of a majority of all its stock, or, if two or more classes of stock have been issued, of a majority of each class outstanding and entitled to vote, authorize an increase or a reduction of its capital stock and determine the terms and manner of the disposition of such increased stock, or authorize such terms and manner of disposition to be determined in whole or in part by the board of directors or officers of the corporation, may authorize a change of the location of its principal office or place of business in this commonwealth or a change of the par value of the shares of its capital stock, or may authorize proceedings for its dissolution under section fifty of chapter one hundred and fifty-five. Such increased stock may in whole or in part be disposed of without being offered to the stockholders. Any corporation having authorized shares with par value may, at a meeting duly called for the purpose, by the vote of a majority of all its stock, or, if two or more classes of stock have been issued, of a majority of each class outstanding and entitled to vote, including in any event a majority of the outstanding stock of each class affected, change such shares or any class thereof into any number of shares without par value, or provide for the exchange thereof pro rata for any number of shares without par value; provided, that the preferences, voting powers, restrictions and qualifications of the outstanding shares so changed or exchanged shall not be otherwise impaired or diminished without the consent of the holders thereof; and provided, further, that the total authorized capital stock of such corporation shall not be less than one thousand dollars, for this purpose counting shares without par value as of a par value of one hundred dollars each.

Notes of Decisions
Cited in 6 cases, 1924–1959 · leading case: Comm'r of Banks v. Tremont Trust Co., 156 N.E. 7 (Mass. 1927).
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Comm'r of Banks v. Tremont Trust Co., 156 N.E. 7 (Mass. 1927). · cites it 5× “437, § 40, (G. L. c. 156, § 41); that less than a majority of the' shares outstanding and entitled to vote voted for the increase, St.”
Samia v. Cent. Oil Co. of Worcester, 158 N.E.2d 469 (Mass. 1959). “Here, where the brothers acted for their own benefit with complete disregard of their sisters, we need not decide under what circumstances directors may be justified in issuing stock under G. L. c. 156, § 41, as amended by St. 1932, c.”
Cunningham v. Comm'r of Banks, 249 Mass. 401 (Mass. 1924). “437, § 40, G. L. c. 156, § 41, but in the absence of evidence to the contrary assumed such to be the fact.”
Beaudette v. Graham, 165 N.E. 671 (Mass. 1929). “At the meeting held February 8, 1926, the preferred stock was increased to one thousand five hundred shares and the common to two thousand five hundred shares and the terms and manner of disposition of the additional stock were left to the board of directors as authorized by G.…”
Mitchell v. Mitchell, Woodbury Co., 160 N.E. 539 (Mass. 1928). “The part of G. L. c. 156, § 41, which gives stockholders power to authorize the board of directors to determine in whole or in part the terms and manner of disposition of an increase of capital stock was approved April 23,1920.”
Cosmopolitan Trust Co. v. Wasserman, 146 N.E. 772 (Mass. 1925). “The last item is for $1,500, the amount paid for ten shares of the capital stock of the company, which is alleged never to have been legally organized, and that if the issuance of the stock was legal, the certificate required by law was never filed, and the transaction became or…”
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