Massachusetts Corporate Records: Everything You Need to Know
Searching through Massachusetts corporate records is easy. The state's streamlined online method allows you to search by any number of criteria.3 min read
2. Shareholder Inspection Rights in a Closely Held Corporation in Massachusetts
3. Shareholders Rights Under Chapter 156D
4. Governance Documents
5. Board Actions
6. The Shareholder's Burden
Searching through Massachusetts corporate records is easy. The state's streamlined online method allows you to search for an entity or browse the database by any number of criteria. With a few simple steps, you will be able to find the entity name you are looking for. You can search by the following:
- Entity name
- Individual name
- Identification number
- Filing number
Performing a Corporate Records Search
To search for a Massachusetts corporate record, you will need to follow these steps.
- Determine which way you will conduct your search.You will want to navigate to the Commonwealth of Massachusetts Secretary of State corporate search page and indicate what type of search you want to perform.
- Enter the information you are searching for. You can enter the name or part of the name of the entity or individual, the identification number, or the filing number.
- Browse the results. Once hitting search, you will see a results page that will have the entity you are searching for. Click the corresponding link to request a certificate, view filings, or review corporate information such as the designated registered agent.
Shareholder Inspection Rights in a Closely Held Corporation in Massachusetts
In the state of Massachusetts, shareholders in a corporation will not have immediate access to corporate records and information. In the state, a shareholder's right to inspect or view corporate records requires the shareholder to have a proper purpose for requesting them. Even then, a corporation has the right to refuse the inspection if they feel the disclosure will present a risk to the corporation. They also have the right to restrict the shareholder use of obtained documents.
To avoid disputes that can arise out of record issues, it is important to understand the rights and obligations that both shareholders and organizations have in the State of Massachusetts when it comes to sealing corporate records. The Supreme Court in the state has just recently clarified the burden of the shareholder under the Massachusetts Business Corporation Act in the case Chitwood v. Vertex Pharmaceuticals, Inc.
In many more closely held or family-owned companies, disputes can often arise from shareholders requesting information. Owners are often busy with running the business and may find the requests from outside shareholders as a distraction or an intrusion. From the opposite side, owners who are not involved on a day-to-day basis and who are kept informed may feel that they are intentionally left in the dark, which can often lead to mistrust. It is not unheard of for simple information requests to turn into major litigation cases.
Setting clear policies and procedures for shareholders to request information can help prevent future disputes. It is essential that the policies continue to be followed in all situations. If a shareholder would like to view the corporate information, they can start their search by reading the Corporate Bylaws, Articles of Incorporation, and Shareholders Agreement, which lay out the company restrictions and obligations.
Shareholders Rights Under Chapter 156D
If there are no provisions outlined in the corporate documents, then the Massachusetts General Laws chapter 156D will spell out the shareholder's rights to inspection and record-keeping requirements under state law. Under this law, shareholders have the right to inspect documents that fall into one of two categories.
These include the documents that were used in the creation and organization of the corporation:
- Articles of Organization
- Corporate bylaws
- Corporate amendments
- Board of Director's resolutions
- Minutes of all shareholder's meetings
- Records of actions taken by shareholders without a meeting
- All written communication to shareholders
- Annual financial statements
- Names and current addresses of directors and officers
- Most recent annual report
Other documents that shareholders may request the right to inspect in the state of Massachusetts include the following:
- Board minutes of meetings and any actions that have occurred
- Accounting records, including financial statements and supporting schedules
- The names and addresses of all the corporate shareholders and the number and class of shares they own
The Shareholder's Burden
Corporations will normally be given five business days to produce records and still have the right to refuse if they believe the request is unfounded. In Massachusetts, the shareholder must do the following:
- Show that the request was made in "good faith" and for a "proper purpose."
- Give a reason for the purpose of the request and the specific records that they would like to inspect.
- Show that the records they are requesting are directly linked to their stated purpose.
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