Massachusetts General Laws

Mass. Gen. Laws ch. 158, § 44 (2026)

Officers; liability for debts and contracts

✓ current as of July 2026

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Section 44. The officers of a corporation shall be jointly and severally liable for its debts and contracts in the following cases, and not otherwise:

The president and directors shall be so liable—

First, For making or consenting to a dividend if the corporation is or thereby is rendered insolvent, to the extent of such dividend.

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

Third, If the debts of a corporation exceed its capital, to the extent of such excess existing at the time of the commencement of the suit against the corporation in which the judgment was recovered upon which the suit in equity to enforce such liability is brought as provided in section forty-nine.

The president, directors and treasurer shall be so liable—

Fourth, For signing any statement filed under section thirty-three, if the property mentioned in such statement is not conveyed and taken at a fair valuation; but only the officers who sign the statement shall be so liable.

The president, directors and other officers shall be so liable—

Fifth, For signing any certificate which is required by law knowing it to be false; but only the officers who have knowledge thereof shall be liable.

Sixth, For debts contracted before the original capital has been fully paid in and the certificate of such payment has been filed in accordance with section thirty-two.

Notes of Decisions

Cited in 2 cases, 1924–1997 · 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). “158, §§ 44, 45,) “ materially differing from that contained in the national banking act,” that “ Under that act [the national banking act] the individual liability of the stockholders is an essential element in the contract by which the stockholders became members of the…”

Birch v. Choinski (In Re Choinski), 214 B.R. 515 (1st Cir. BAP 1997). “Although Birch raises other points, some, such as a reference to corporate officers’ liability for corporate debts and contracts pursuant to Mass. Gen. Laws ch. 158, § 44 (West 1992), are but perfunctorily developed.”

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