General Laws of Massachusetts - Chapter 109 Limited Partnership
- Massachusetts General Laws - Definitions - Chapter 109, Section 1
As used in this chapter, the following words shall, unless the context clearly requires otherwise, have the following meanings:— (1) “Certificate of limited partnership”, the...
- Massachusetts General Laws - Short title - Chapter 109, Section 1A
This chapter may be cited as the Uniform Limited Partnership Act.
- Massachusetts General Laws - Name of limited partnership; requirements - Chapter 109, Section 2
The name of each limited partnership as set forth in its certificate of limited partnership: (1) shall contain without abbreviation the words “limited partnership”; (2)...
- Massachusetts General Laws - Reservation of name - Chapter 109, Section 3
(a) The exclusive right to the use of a name may be reserved by: (1) any person intending to organize a limited partnership under this...
- Massachusetts General Laws - Office and agent for service of process - Chapter 109, Section 4
Each limited partnership shall continuously maintain in the commonwealth: (1) an office, which may, but need not be a place of its business in the...
- Massachusetts General Laws - Certificate of change of resident agent or address of resident agent; change of address of limited partnership business office; resignation - Chapter 109, Section 4A
(a) A limited partnership may change its resident agent or the street address of the resident agent by filing a certificate of change of agent...
- Massachusetts General Laws - Records - Chapter 109, Section 5
(a) Each limited partnership shall keep at the office referred to in clause (1) of section four the following: (1) a current list of the...
- Massachusetts General Laws - Business of partnership - Chapter 109, Section 6
A limited partnership may carry on any business that a partnership without limited partners may carry on.
- Massachusetts General Laws - Partners transacting business with partnership - Chapter 109, Section 7
Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other...
- Massachusetts General Laws - Certificate - Chapter 109, Section 8
(a) In order to form a limited partnership a certificate of limited partnership shall be executed. The certificate shall be filed in the office of...
- Massachusetts General Laws - Amendment to certificate - Chapter 109, Section 9
(a) A certificate of limited partnership is amended by filing a certificate of amendment thereto in the office of the secretary of state. The certificate...
- Massachusetts General Laws - Cancellation of certificate - Chapter 109, Section 10
A certificate of limited partnership shall be cancelled upon the dissolution and the commencement of winding up of the partnership or at any other time...
- Massachusetts General Laws - Execution of certificates - Chapter 109, Section 11
(a) Each certificate required by sections eight to sixteen, inclusive, to be filed in the office of the secretary of state shall be executed in...
- Massachusetts General Laws - Execution of certificate ordered by court - Chapter 109, Section 12
If a person required by section eleven to execute a certificate fails or refuses to do so, any other person who is adversely affected by...
- Massachusetts General Laws - Filing of certificates - Chapter 109, Section 13
(a) Two signed copies of the certificate of limited partnership and of any certificates of amendment or cancellation, or of any judicial decree of amendment...
- Massachusetts General Laws - False statements in certificates; damages - Chapter 109, Section 14
If any certificate of limited partnership or certificate of amendment or cancellation contains a false statement, one who suffers loss by reliance on the statement...
- Massachusetts General Laws - Notice - Chapter 109, Section 15
The fact that a certificate of limited partnership is on file in the office of the secretary of state is notice that the partnership is...
- Massachusetts General Laws - Delivery of certificates to limited partners - Chapter 109, Section 16
Upon the return by the secretary of state pursuant to section thirteen of a certificate marked “filed”, the general partners shall promptly deliver or mail...
- Massachusetts General Laws - Consolidation or merger - Chapter 109, Section 16A
(a) As used in this section, other business entity shall mean a corporation to which section 17.01 of chapter 156D applies, a foreign corporation, as...
- Massachusetts General Laws - Limited partners - Chapter 109, Section 17
(a) A person becomes a limited partner on the later of: (1) the date the original certificate of limited partnership is filed; or (2) the...
- Massachusetts General Laws - Right to vote of limited partners - Chapter 109, Section 18
(a) Subject to section nineteen, the partnership agreement may grant to all or a specified group of the limited partners the right to vote, on...
- Massachusetts General Laws - Liability of limited partners - Chapter 109, Section 19
(a) Except as provided in subsection (d), a limited partner is not liable for the obligations of a limited partnership unless he is also a...
- Massachusetts General Laws - Person erroneously believing himself limited partner - Chapter 109, Section 20
(a) Except as provided in subsection (b), a person who makes a contribution to a business enterprise and erroneously but in good faith believes that...
- Massachusetts General Laws - Records; rights of limited partners - Chapter 109, Section 21
Each limited partner has the right to: (1) inspect and copy any of the partnership records required to be maintained by section five, and (2)...
- Massachusetts General Laws - Additional general partners - Chapter 109, Section 22
After the filing of a limited partnership’s original certificate of limited partnership, additional general partners may be admitted as provided in the partnership agreement or,...
- Massachusetts General Laws - Cessation of general partner status - Chapter 109, Section 23
Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited...
- Massachusetts General Laws - Rights, powers and liabilities of general partners - Chapter 109, Section 24
Except as provided in this chapter, a general partner of a limited partnership is subject to the liabilities of a partner in a partnership without...
- Massachusetts General Laws - Contributions by general partner - Chapter 109, Section 25
A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions from,...
- Massachusetts General Laws - Right to vote of general partners - Chapter 109, Section 26
The partnership agreement may grant to all or certain identified general partners the right to vote, on a per capita or any other basis, separately...
- Massachusetts General Laws - Form of partner’s contribution - Chapter 109, Section 27
The contribution of a partner may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property...
- Massachusetts General Laws - Obligation to contribute - Chapter 109, Section 28
(a) No promise by a limited partner to contribute to the limited partnership is enforceable unless set out in a writing signed by the limited...
- Massachusetts General Laws - Allocation of profits and losses - Chapter 109, Section 29
The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing...
- Massachusetts General Laws - Distributions of cash or other assets - Chapter 109, Section 30
Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided...
- Massachusetts General Laws - Interim distributions - Chapter 109, Section 31
Except as provided in sections thirty-one to thirty-eight, inclusive, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the...
- Massachusetts General Laws - Withdrawal of general partner - Chapter 109, Section 32
A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates...
- Massachusetts General Laws - Withdrawal of limited partner - Chapter 109, Section 33
A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in writing in the partnership agreement....
- Massachusetts General Laws - Distribution to partner upon withdrawal - Chapter 109, Section 34
Except as provided in sections thirty-one to thirty-eight, inclusive, upon withdrawal any withdrawing partner is entitled to receive any distribution to which he is entitled...
- Massachusetts General Laws - Distribution in kind - Chapter 109, Section 35
Except as provided in writing in the partnership agreement, a partner, regardless of the nature of his contribution, has no right to demand and receive...
- Massachusetts General Laws - Right to distribution - Chapter 109, Section 36
At the time a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a...
- Massachusetts General Laws - Limitations on distribution - Chapter 109, Section 37
A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the...
- Massachusetts General Laws - Liability upon return of contribution - Chapter 109, Section 38
(a) If a partner has received the return of any part of his contribution without violation of the partnership agreement or this chapter, he is...
- Massachusetts General Laws - Nature of partnership interest - Chapter 109, Section 39
A partnership interest is personal property.
- Massachusetts General Laws - Assignment of partnership interest - Chapter 109, Section 40
Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest shall not...
- Massachusetts General Laws - Rights of judgment creditor - Chapter 109, Section 41
On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner...
- Massachusetts General Laws - Assignee becoming limited partner - Chapter 109, Section 42
(a) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that...
- Massachusetts General Laws - Death or incompetency of partner; power to settle estate or administer property - Chapter 109, Section 43
If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his...
- Massachusetts General Laws - Nonjudicial dissolution - Chapter 109, Section 44
A limited partnership is dissolved and its affairs shall be closed upon the happening of the first to occur of the following: (1) at the...
- Massachusetts General Laws - Judicial dissolution - Chapter 109, Section 45
On application by or for a partner the superior court department of the trial court may decree dissolution of a limited partnership whenever it is...
- Massachusetts General Laws - Winding up partnership affairs - Chapter 109, Section 46
Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may...
- Massachusetts General Laws - Distribution of assets following winding up - Chapter 109, Section 47
Upon the winding up of a limited partnership, the assets shall be distributed as follows: (1) to creditors, including partners who are creditors, to the...
- Massachusetts General Laws - Foreign limited partnerships; liability of partners and agents; law governing - Chapter 109, Section 48
A foreign limited partnership shall not do any business in the commonwealth which is prohibited to a limited partnership organized under this chapter. A general...
- Massachusetts General Laws - Registration of foreign limited partnership - Chapter 109, Section 49
A foreign limited partnership shall be considered to be doing business in the commonwealth for the purposes of this section if it would be considered...
- Massachusetts General Laws - Approval of registration of foreign limited partnership; fee; records - Chapter 109, Section 50
The secretary of state shall examine and endorse his approval on the application for registration if the business of the foreign limited partnership is not...
- Massachusetts General Laws - Name of foreign limited partnership - Chapter 109, Section 51
A foreign limited partnership may register with the secretary of state and do business in the commonwealth under any name, whether or not it is...
- Massachusetts General Laws - Resident agent - Chapter 109, Section 52
A foreign limited partnership doing business in the commonwealth shall appoint a resident agent as its true and lawful attorney upon whom all lawful process...
- Massachusetts General Laws - Correction or amendment of false or changed statements in application for registration of foreign limited partnership - Chapter 109, Section 53
If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have...
- Massachusetts General Laws - Cancellation of registration of foreign limited partnership; certificate of withdrawal - Chapter 109, Section 54
The registration of a foreign limited partnership doing business in the commonwealth shall be cancelled in the manner and at such times as are provided...
- Massachusetts General Laws - Failure to register of foreign limited partnership; capacity to sue and be sued; secretary of state as attorney of unregistered or withdrawn partnerships - Chapter 109, Section 55
(a) A foreign limited partnership doing business in the commonwealth which fails to register with the secretary of state shall be subject to subdivision A...
- Massachusetts General Laws - Right of action by limited partner - Chapter 109, Section 56
A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with...
- Massachusetts General Laws - Proper plaintiff - Chapter 109, Section 57
In a derivative action, the plaintiff must be a partner at the time of bringing the action and (1) at the time of the transaction...
- Massachusetts General Laws - Pleading - Chapter 109, Section 58
In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a general...
- Massachusetts General Laws - Expenses in successful action - Chapter 109, Section 59
If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment,...
- Massachusetts General Laws - Construction and application of chapter - Chapter 109, Section 60
This chapter shall apply and be construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter...
- Massachusetts General Laws - Fees - Chapter 109, Section 61
The fee for filing in the office of the secretary of state of any original certificate of limited partnership or application for registration as a...
- Massachusetts General Laws - Cases not provided for by chapter - Chapter 109, Section 62
In any case not provided for in this chapter, the provisions of the Uniform Partnership Act as provided in chapter one hundred and eight A...
- Massachusetts General Laws - Annual report; fee - Chapter 109, Section 63
(a) Each domestic or foreign limited partnership authorized to transact business in the commonwealth shall file an annual report with the state secretary on or...
- Massachusetts General Laws - Administrative dissolution; grounds; notice; wind up and liquidation of affairs - Chapter 109, Section 64
(a) The state secretary may commence a proceeding to dissolve a limited partnership if: (1) the limited partnership has failed for 2 consecutive years to...
- Massachusetts General Laws - Revocation of authority of foreign limited partnership to transact business in commonwealth; notice; effective date - Chapter 109, Section 65
(a) The state secretary may commence a proceeding to revoke the authority of a foreign limited partnership to transact business in the commonwealth if: (1)...
- Massachusetts General Laws - Application for reinstatement after administrative dissolution or revocation of right to transact business; contents - Chapter 109, Section 66
A limited partnership administratively dissolved under section 64 or whose authority to transact business in the commonwealth has been revoked under section 65 may apply...
Last modified: September 11, 2015