Mass. Gen. Laws ch. 175 § 94C
Domestic exchanges may be organized by three or more individuals, residents of the commonwealth, or partnerships or corporations doing business therein, who shall apply to the commissioner for a preliminary certificate, in such form as he may prescribe, authorizing the applicants or their duly authorized representatives to solicit subscribers under the proposed name of the exchange designated in the application for the preliminary certificate. No preliminary certificate shall be issued until a copy of the form of subscription agreement and of the receipt to be issued in connection therewith have been filed with, and approved by, the commissioner. All moneys collected from such subscribers to such domestic exchange shall be held in trust in a bank approved by the commissioner upon the condition that such money so deposited shall not be withdrawn except with the written approval of the commissioner. Upon the issuance to such an exchange of a certificate of authority to transact business, the commissioner shall release such money on deposit to the exchange, but, if such certificate of authority to transact business is not issued within one year from the date of the preliminary certificate, such money on deposit shall, under the direction of the commissioner, be refunded in full to the subscribers.
Mass. Gen. Laws ch. 175, § 94C