Corporations Timeline
- Pre-1851: The Massachusetts General Court authorizes all incorporations and issues charters through special legislative acts.
- Ch. 133, Acts of 1851: Manufacturing, mechanical and mining/quarrying industries are no longer required to receive special legislative approval to incorporate; instead, they are permitted to incorporate under general law and must file articles of incorporation and other documents with the Secretary of the Commonwealth, who signs and seals a certificate of incorporation, which serves as a charter. All other industries are required to receive special legislative approval.
- 1850s-1870s: Further laws are passed regarding filings, certificates of charter, and permitting additional industry. In 1874 most corporations are permitted to incorporate under general law; however, caps are placed on the amount of capital that they are allowed to hold.
- Ch. 283, Acts of 1865: All corporations are now required to file an annual report with the Commissioner of Taxation.
- Ch. 224, Acts of 1870: Corporations law is codified. Corporations must now file annual reports (certificates of condition) with the Secretary of the Commonwealth. The Commissioner of Corporations, under the Commissioner of Taxation, is created in order to inspect corporation filings and approve articles of incorporation. Once approved, articles of organization are then filed with the Secretary, who issues a standardized signed and sealed certificate of incorporation.
- Ch. 177, Acts of 1875: Corporations must file amendments to articles of organization with the Secretary of the Commonwealth.
- 1892-1905; 1924-present: Articles of organization and certificates of condition filed with the Secretary of the Commonwealth are considered the responsibility of its Corporation (now Corporations) Division, which has yet to be formally established. Between 1906-1923 these filings are still the responsibility of the Office of the Secretary, but it is unclear if the Division plays the same role during this time.
- Ch. 443, Acts of 1893: The Secretary of the Commonwealth’s responsibilities expand to include registration of labels, trademarks, and forms of advertising.
- Ch. 350, Acts of 1919, Sections 52-55: Commissioners of Corporations and Taxation merge to create the Department of Corporations and Taxation.
- Ch. 587, Acts of 1941: The Corporation Division, under the Secretary of the Commonwealth, is formally established.
- Ch. 750, Acts of 1962: Filing responsibilities of the Department of Corporations and Taxation are transferred to the Secretary’s Corporation Division. The Division is now responsible for housing filings, issuing certificates, and making sure that the registration and organization process conforms to the state’s corporation laws.
- Through the 1960s: Some organizations continue to incorporate through special legislative acts.
Where Are Articles of Organization and Other Filings Located for Corporations?
State Library of Massachusetts:
- Certificates of condition, 1870-1928
- Articles of organization and amendments-business, 1921-1962
- Facsimiles of labels, trademarks, stamps, and forms of advertisement, 1893-1983
- Trademark filings, 1953-1977
- Hearing files, 1963-1985
- Legislative Review files, 1963-1985
Charitable and Non-Profit Organizations Timeline
- Pre-1857: The Massachusetts General Court authorizes all incorporations and issues charters through special legislative acts.
- Ch. 56, Acts of 1857: Charitable and non-profit organizations no longer require approval through the legislature; articles of organization must now be filed in the registry of deeds in the county in which the organization is located.
- Ch. 243, Acts of 1867, Section 1: Charitable organizations aided by a grant of money from the state treasury must file reports of their proceedings, income, and expenditures with the Board of State Charities. In 1875 institutions whose purpose is to instruct the “deaf, dumb and blind” report instead to the state’s Board of Education. In 1899 organizations with personal property exempt from taxation are mandated to submit an annual report to the Board of State Charities.
- Ch. 375, Acts of 1874: Articles of organization are now filed with the Secretary of the Commonwealth, who also now issues certificates of incorporation.
- Ch. 404, Acts of 1887: Churches are now required to file articles of organization with the Secretary of the Commonwealth. (Note: later acts exempt many charitable and educational organizations from filing annual reports).
- 1892-1905; 1924-present: Articles of organization and certificates of condition filed with the Secretary of the Commonwealth are considered the responsibility of its Corporation (now Corporations) Division, which has yet to be formally established. Between 1906-1923 these filings are still the responsibility of the Office of the Secretary, but it is unclear if the Division plays the same role during this time.
- Ch. 405, Acts of 1901: The Board of State Charities (later the Department of Public Welfare) is now tasked with investigating all charitable organizations applying for incorporation for illegal activities before said organization can be issued a certificate of incorporation by the Secretary of the Commonwealth.
- Ch. 587, Acts of 1941: The Corporation Division, under the Secretary of the Commonwealth, is formally established.
- Ch. 529, Acts of 1954, Section 1: Investigations are now the responsibility of the Division of Public Charities under the Attorney General.
- Through the 1960s: Some organizations continue to incorporate through special legislative acts.
Where Are Articles of Organization and Other Filings Located for Charitable and Non-Profit Organizations?
State Library of Massachusetts:
Other Resources
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