Massachusetts General Laws

Mass. Gen. Laws ch. 158, § 46 (2026)

Conditions to liability

✓ current as of July 2026

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Section 46. A stockholder or officer in a corporation shall not be held liable for its debts or contracts unless a judgment has been recovered against it and it has neglected for thirty days after demand made on execution to pay the amount due, with the officer's fees, or to exhibit to him real or personal property of the corporation subject to be taken on execution, sufficient to satisfy the same, and the execution has been returned unsatisfied.

Notes of Decisions

Cited in 6 cases, 1922–1927 · leading case: Comm'r of Banks v. Cosmopolitan Trust Co., 142 N.E. 100 (Mass. 1924).

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Comm'r of Banks v. Cosmopolitan Trust Co., 142 N.E. 100 (Mass. 1924). · cites it 5× “Neither by statute nor on reason is *344 there any requirement that the determination cannot be made until after the occurrence of other conditions precedent to the actual enforcement of the stockholders’ liability.”

Cosmopolitan Trust Co. v. Cohen, 244 Mass. 128 (Mass. 1923). · cites it 2× “That section, however, which alone imposes liability upon stockholders of trust companies for their debts, also prescribes the procedure whereby it should be enforced by reference to the form of remedy prescribed for some other classes of cases in G. L. c. 158, §§ 46, 47, 49-54.…”

Comm'r of Banks v. Hanover Trust Co., 142 N.E. 105 (Mass. 1924). · cites it 3× “There is no allegation that they were stockholders when the judgment was recovered against the trust company under G. L. c. 158, § 46, as to which there are adequate averments.”

Comm'r of Banks v. Cosmopolitan Trust Co., 41 A.L.R. 658 (Mass. 1925). “” Demand on the execution was made on March 28, 1922, according to the return on May 3, 1922, by the officer, on one "Goldie, its Assistant Secretary, and officer in charge of its business.”

Comm'r of Banks v. Prudential Trust Co., 242 Mass. 78 (Mass. 1922). “In these respects there appears to have been compliance with the requirements of G. L. c. 158, § 46, prerequisite to the establishment of stockholders’ liability.”

Morse v. Int'l Trust Co., 156 N.E. 443 (Mass. 1927). “G. L. c. 158, § 46. Nichols v. Taunton Safe Deposit & Trust Co.”

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