Mass. Gen. Laws ch. 156E, § 8: Creation for benefit corporation resulting from merger, share exchange or conversion

Section 8. (a) An entity that is not a benefit corporation shall become a benefit corporation and shall be subject to this chapter if:

(1) the entity that is not a benefit corporation is a party to a merger or conversion or the entity that is not a benefit corporation is the exchanging corporation in a share exchange; and

(2) the surviving corporation in the merger, share exchange or conversion is to be a benefit corporation.

(b) In order to be effective, a plan of merger or share exchange subject to this section, shall be adopted by the minimum status vote.

(c) If a corporation that is not a benefit corporation is a party to a merger, share exchange or conversion in which the surviving or resulting corporation is a benefit corporation, the transaction shall be treated as if it were a conversion to nonprofit status for purposes of section 13.02 of chapter 156D and the shareholders of the corporation shall be entitled to appraisal rights under sections 13.01 to 13.31, inclusive, of said chapter 156D.