The directors and officers of a corporation who sign any statement or report required by this chapter which is false in any material representation shall be jointly and severally liable to any creditor of the corporation who has relied upon such false representation to the extent of the actual damage sustained by him by reason of such reliance; provided, that such directors and officers shall not be liable to any creditor on account of such false representation for debts contracted or contracts entered into after the filing of a statement or report in which such false representation is corrected.
Mass. Gen. Laws ch. 156B, § 63
False statement or report; liability of officers
Known as the Business Corporation Law
The act spans §§ 156–156 (126 sections).
Official source: Massachusetts Legislature. Reproduced from public-domain Massachusetts statutes; confirm against the official source for the current text. Not legal advice.