Massachusetts General Laws

Mass. Gen. Laws ch. 156, § 47 (2026)

Annual report of condition; contents

✓ current as of July 2026

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Section 47. Every corporation shall annually, within four months after the close of its fiscal year but not before the date fixed in its by-laws for its annual meeting, or the final adjournment of said meeting, prepare and submit to the secretary a report of condition which shall be signed and sworn to by an officer of the corporation, stating:—

1. The name of the corporation.

2. The location (with street address) of its principal office in the commonwealth, and elsewhere in the case of a corporation organized to do business wholly outside the commonwealth.

3. The total amount of its authorized capital stock so far as it consists of shares with par value, and the total number of its shares without par value authorized to be issued; the amount of stock with par value, and the number of shares without par value, issued and outstanding and the amount then paid thereon; the class or classes, if any, into which it is divided; the par value, if any, and the number of its shares.

4. The names and addresses of all the directors and officers of the corporation, and the date at which the term of office of each expires.

Notes of Decisions

Cited in 7 cases, 1929–1969 · leading case: H. B. Humphrey Co. v. Pollack Roller Runner Sled Co., 180 N.E. 164 (Mass. 1932).

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H. B. Humphrey Co. v. Pollack Roller Runner Sled Co., 180 N.E. 164 (Mass. 1932). · cites it 2× “The significant mandate here is that the amount “paid” on the *353 capital stock must be stated.”

Bd. of Assessors of Holyoke v. State Tax Comm'n, 244 N.E.2d 287 (Mass. 1969). “Since at least 1927, HWPC has filed an annual certificate of condition as required of each business corporation by G. L. c. 156, § 47 (as amended through St.”

Empire Labs. Inc. v. Golden Distrib. Corp., 266 Mass. 418 (Mass. 1929). “G. L. c. 156, § 47, requires an annual report of a corporation to be submitted to the commissioner, the report to contain a statement of assets and liabilities of the corporation to be made substantially in the form set out in this section; and under § 36 of this chapter, the…”

Tate v. Lewis, 127 F. Supp. 105 (D. Mass. 1954). “G.L. c. 156, § 47 showed neither payment nor an accrued liability for the individual defendant’s daily compensation.”

Latherizer Corp. v. Dep't of Pub. Utils., 180 N.E. 235 (Mass. 1932). “See G. L. c. 156, § 47; G. L. c. 181, § 12. This policy —- to some extent contrary to an earlier policy, see *459 R.”

Orvis v. Jackson, 289 Mass. 348 (Mass. 1935). · cites it 2× “01, with interest thereon, according to an account which is annexed to the bill of complaint and marked Exhibit “A”; that on a day in October, 1929, the individual defendants named in the bill signed and swore to a certificate of condition and caused said certificate to be filed…”

United Oil Co. v. Eager Transp. Co., 173 N.E. 692 (Mass. 1930). “G. L. c. 156, § 47, requires a domestic business corporation to submit each year to the commissioner of corporations (for filing in the office of the State Secretary under § 48) a “report of condition,” “signed and sworn to by its president, treasurer and a majority of its…”

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