Section 156:10 - Oath to articles by directors; liability to stockholdersA majority of the directors elected at such first meeting shall forthwith make, sign and make oath to articles setting forth:
(a) A true copy of the agreement of association and the names of the subscribers thereto, or, if the corporation is created by special act, a copy of the act of incorporation.(b) The date of the first meeting and of the successive adjournments thereof, if any.(c) Subject to section fourteen, the amount of capital stock then to be issued, the amount thereof to be paid for in full in cash, the amount thereof to be paid for in cash by instalments and the instalment to be paid before the corporation commences business, and the amount thereof to be paid for in property. If such property consists in any part of real estate, its location, area and the amount of stock to be issued therefor shall be stated; if any part of such property is personal, it shall be described in such detail as the commissioner may require, and the amount of stock to be issued therefor stated. If any part of the capital stock is issued for services or expenses, the nature of such services or expenses and the amount of stock which is issued therefor shall be clearly stated.(d) The name, residence and post office address of each of the officers of the corporation.(e) A certification that the provisions of sections eight and nine relative to the calling and holding of the first meeting of the corporation, and the election of a temporary clerk, the adoption of by-laws, and the election of officers have been complied with.(f) The final day of the corporation's fiscal year and the date provided in the by-laws for the annual meeting. The information required by clauses (d) and (f) shall not be deemed a permanent part of the articles of organization, and may subsequently be amended by compliance with the provisions of sections twenty-four and twenty-nine, respectively.
The directors who sign such articles and the officers and directors who sign any amendment thereof shall be jointly and severally liable to any stockholder of the corporation for actual damages caused by any statement therein which is false and which they know, or on reasonable examination could have known, to be false.
Mass. Gen. Laws ch. 156, § 10