Corporate Shareholder Preemptive-Rights Requirements in Massachusetts

Short answer Massachusetts shareholders have no statutory default preemptive right; the articles of organization or a contract to which the corporation is a party must provide one. Section 6.30 includes convertibles and subscription or acquisition rights within “shares” but supplies no default allocation, notice, exclusion, waiver, or outsider-sale system. Pending H.3323 would remove the contract-created route and leave only an articles opt-in, but it has not been enacted.

State

Massachusetts

Statute checked

August 31, 2026

Sources

1 statute

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Pending legislation could change this.

MA H.3323 (2025-2026) (Read second and ordered to a third reading on July 21, 2025; referred to House Committee on Bills in the Third Reading, with no later action through October 4, 2026): Would replace § 6.30(a) with an articles-only opt-in and remove the current route allowing a corporation-party contract to create the preemptive right. track it Status checked October 4, 2026.

At a glance

Governing law, entity, holder, security, and issuance scope	Mass. Gen. Laws ch. 156D, § 6.30; ordinary domestic business corporation; shareholders; unissued shares and included convertible/subscription securities
Opt-in, opt-out, formation-date, and legacy rights	Opt-in only: no right unless articles or corporation-party contract provides it; no formation-date or legacy branch (§ 6.30(a))
Articles, board, agreement, and contractual-right sources	Articles of organization or any contract to which corporation is a party may provide the right; § 6.30 supplies no shorthand statutory mechanics. H.3323 would delete contract route
Covered shares, options, convertibles, treasury shares, and rights	Unissued shares; 'shares' includes convertible securities and securities carrying subscription/acquisition rights; no express option, warrant, or treasury-share rule (§ 6.30)
Allocation, price, terms, and board determination	No statutory fraction, uniform-terms rule, price rule, or special board standard in § 6.30; operative articles or contract must supply terms
Notice, delivery, exercise deadline, and record date	No statutory offer content, delivery method, exercise period, or special record date in § 6.30; follow the operative articles or contract and other applicable law
Cash, noncash, compensation, merger-plan, and other exclusions	No default cash, noncash, compensation, merger, conversion, formation-period, or public-offering exclusion in § 6.30; scope comes from the operative grant
Waiver, denial, limitation, amendment, class vote, and cumulative voting	Right exists and varies under articles or corporation-party contract; § 6.30 states no waiver form, amendment vote, class vote, supermajority, or cumulative-voting protection
Outside issuance and remedy, securities, fiduciary, and valuation boundaries	No statutory outsider-sale period or special remedy in § 6.30; contract enforcement, securities compliance, fiduciary duty, valuation, and damages remain outside scope

Requirements one by one

Find the operative grant

Massachusetts has no statutory default right. The current Section 6.30(a) requires the right to come from the articles of organization or a contract to which the corporation is a party. Section 6.30(b) treats a convertible security or one carrying a subscription or acquisition right as “shares.”

The section stops there. It supplies no default allocation, board pricing standard, offer notice, exercise period, transaction exclusions, waiver form, class treatment, or later-sale window. Those terms must be found in the actual articles or corporation-party contract and any other applicable law rather than borrowed from another state's statutory election system.

What trips people up

The current contract route is broader than an articles-only rule but narrower than any private agreement whatsoever: Section 6.30(a) requires the corporation to be a party to the contract.

H.3323 is pending, not current law. Its Section 19 would replace subsection (a) with an articles-only opt-in, removing the contract-created route. As of August 31, 2026, the official history still shows the bill referred to the House Committee on Bills in the Third Reading after its July 21, 2025 second reading.

Common questions

Do Massachusetts shareholders automatically receive preemptive rights?

No. The articles or a contract to which the corporation is a party must provide the right (§ 6.30(a)).

Does Massachusetts law give a default exercise deadline?

No. Section 6.30 states no notice or exercise period; the operative grant and other applicable law must be checked.

Are convertible securities included?

Yes. Section 6.30(b) includes a security convertible into or carrying a right to subscribe for or acquire shares.

Statutes and sources

Mass. Gen. Laws ch. 156D, § 6.30(a)-(b) — articles or corporation-party contract opt-in and included convertible/subscription securities. Official Massachusetts General Court text, accessed August 31, 2026.
MA H.3323 (2025-2026) — pending articles-only replacement of subsection (a). Official bill page, checked August 31, 2026.

Source links

Every statute quoted above, linked, with the date we checked it.

Mass. Gen. Laws ch. 156D, § 6.30(a)-(b) · accessed 2026-08-31

This page is general legal information about state corporation-law preemptive rights for an ordinary domestic private for-profit corporation, not legal, governance, securities, fiduciary-duty, valuation, tax, capitalization, accounting, drafting, or litigation advice. The corporation's current articles or certificate, bylaws, shareholder and investor agreements, class and series rights, capitalization and ownership records, formation date, public-company status, board records, offering terms, notices, waivers, and special statutory classification can change whether a right exists and how an issuance proceeds. A corporation-law offer does not itself satisfy federal or state securities-registration, exemption, disclosure, antifraud, exchange, tax, lender, licensing, or regulatory requirements, and statutory procedure does not establish that an issuance, allocation, price, valuation, board process, or resulting ownership effect is fair or lawful. Nonprofit, professional, benefit, public, foreign, regulated, dissolved, reorganizing, and disputed corporations may use different rules. Statutes, governing records, capital structures, securities requirements, and transaction terms change independently. Verified against the cited official sources on the date shown; confirm current law and the complete corporate and transaction record and obtain licensed advice before a consequential issuance, waiver, amendment, or investment decision.

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