Massachusetts General Laws

Mass. Gen. Laws ch. 156, § 43 (2026)

Approval of amendments or alterations; fees

✓ current as of July 2026

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Section 43. Within thirty days after any meeting at which any amendment or alteration of the agreement of association or articles of organization has been adopted, articles of amendment, signed and sworn to by the president, treasurer and a majority of the directors, setting forth such amendment or alteration and the due adoption thereof, shall be submitted to the secretary, who shall examine them with the same powers as in the case of the original articles of organization, and, if he finds that they conform to the requirements of law, shall so certify and endorse his approval thereon. Thereupon the articles of amendment shall, upon payment of the fee provided in section fifty-four or fifty-five, as the case may be, be filed in the office of the state secretary. No such amendment or alteration shall take effect until such articles of amendment shall have been filed as aforesaid.

Notes of Decisions

Cited in 4 cases, 1924–1930 · leading case: Cunningham v. Comm'r of Banks, 249 Mass. 401 (Mass. 1924).

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Cunningham v. Comm'r of Banks, 249 Mass. 401 (Mass. 1924). · cites it 4× “437, §§ 41, 42, now G. L. c. 156, §§ 43, 44. On or about May 6, 1921, the agent of the commissioner of banks in possession of the trust company prepared articles of amendment dated May 6, 1921, stating the increase of the capital stock and surplus, and procured the same to be…”

Comm'r of Banks v. Cosmopolitan Trust Co., 41 A.L.R. 658 (Mass. 1925). · cites it 2× “37, now G. L. c. 156, § 43, and c. 172, § 18. The case comes before us by reservation on the pleadings, the master’s original and supplemental reports, and exceptions thereto.”

Mitchell v. Mitchell, Woodbury Co., 160 N.E. 539 (Mass. 1928). “The certificate to be filed should state the amount of additional stock to be issued for cash, property, services or expenses respectively, but the only duty imposed by statute upon the commissioner when such a certificate is filed is to decide whether the increased issue…”

Franks v. Franks Bros., 170 N.E. 810 (Mass. 1930). “156, § 42, but also that they were approved by the commissioner and filed as is provided shall be done in G. L. c. 156, § 43. We think the question is answered affirmatively by the concluding clause of § 43 which reads: “No such amendment or alteration shall take effect until…”

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