General Laws of Massachusetts - Chapter 108A Partnerships
- Massachusetts General Laws - Citation of chapter - Chapter 108A, Section 1
This chapter may be cited as the Uniform Partnership Act.
- Massachusetts General Laws - Definitions - Chapter 108A, Section 2
In this chapter, “court” includes every court and judge having jurisdiction in the case. “Business” includes every trade, occupation, or profession. “Bankrupt” includes bankrupt under...
- Massachusetts General Laws - Knowledge and notice; definition - Chapter 108A, Section 3
(1) A person has “knowledge” of a fact within the meaning of this chapter, not only when he has actual knowledge thereof, but also when...
- Massachusetts General Laws - Interpretation and construction - Chapter 108A, Section 4
(1) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter. (2) The...
- Massachusetts General Laws - Application of rules of law and equity - Chapter 108A, Section 5
In any case not provided for in this chapter the rules of law and equity, including the law merchant, shall govern.
- Massachusetts General Laws - Partnership, defined; application to prior associations; limited partnerships - Chapter 108A, Section 6
(1) A partnership is an association of two or more persons to carry on as co-owners a business for profit and includes, for all purposes...
- Massachusetts General Laws - Rules for determining existence of partnership - Chapter 108A, Section 7
In determining whether a partnership exists, these rules shall apply: (1) Except as provided by section sixteen persons who are not partners as to each...
- Massachusetts General Laws - Partnership property; acquisition and conveyance - Chapter 108A, Section 8
(1) All property originally brought into the partnership stock or subsequently acquired, by purchase or otherwise, on account of the partnership is partnership property. (2)...
- Massachusetts General Laws - Partner as agent of partnership; authority - Chapter 108A, Section 9
(1) Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in...
- Massachusetts General Laws - Conveyance to title to realty - Chapter 108A, Section 10
(1) Where title to real property is in the partnership name, any partner may convey title to such property by a conveyance executed in the...
- Massachusetts General Laws - Admissions and representations - Chapter 108A, Section 11
An admission or representation made by any partner concerning partnership affairs within the scope of his authority as conferred by this chapter is evidence against...
- Massachusetts General Laws - Notice to and knowledge of partner; imputation to partnership - Chapter 108A, Section 12
Notice to any partner of any matter relating to partnership affairs, and the knowledge of the partner acting in the particular matter, acquired while a...
- Massachusetts General Laws - Liability of partnership for wrongful acts of partners - Chapter 108A, Section 13
Where, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership, or with the authority...
- Massachusetts General Laws - Liability of partnership for partner’s misapplication of money or property - Chapter 108A, Section 14
The partnership is bound to make good the loss: (a) Where one partner acting within the scope of his apparent authority receives money or property...
- Massachusetts General Laws - Joint and several liability of partners - Chapter 108A, Section 15
(1) Except as provided in paragraph (2), all partners are liable: (a) Jointly and severally for everything chargeable to the partnership under sections thirteen and...
- Massachusetts General Laws - Misrepresentation of self as partner; liability - Chapter 108A, Section 16
(1) When a person, by words spoken or written or by conduct, represents himself, or consents to another representing him to any one, as a...
- Massachusetts General Laws - Liability of new partner for partnership obligations - Chapter 108A, Section 17
A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before his admission as though...
- Massachusetts General Laws - Rights and duties of partners - Chapter 108A, Section 18
The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules:...
- Massachusetts General Laws - Partnership books; right of inspection - Chapter 108A, Section 19
The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every partner...
- Massachusetts General Laws - Disclosure of information on demand - Chapter 108A, Section 20
Partners shall render on demand true and full information of all things affecting the partnership to any partner or the legal representative of any deceased...
- Massachusetts General Laws - Accounting of partner to partnership; profits; personal representative of deceased partner - Chapter 108A, Section 21
(1) Every partner must account to the partnership for any benefit, and hold as trustee for it any profits derived by him without the consent...
- Massachusetts General Laws - Partner’s right to formal accounting - Chapter 108A, Section 22
Any partner shall have the right to a formal account as to partnership affairs: (a) If he is wrongfully excluded from the partnership business or...
- Massachusetts General Laws - Continuation of partnership beyond time fixed for termination - Chapter 108A, Section 23
(1) When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any express...
- Massachusetts General Laws - Property rights - Chapter 108A, Section 24
The property rights of a partner are (1) his rights in specific partnership property, (2) his interest in the partnership, and (3) his right to...
- Massachusetts General Laws - Ownership of specific partnership property; tenancy in partnership; incidents of tenancy - Chapter 108A, Section 25
(1) A partner is co-owner with his partners of specific partnership property holding as a tenant in partnership. (2) The incidents of this tenancy are...
- Massachusetts General Laws - Interest in partnership; profits - Chapter 108A, Section 26
A partner’s interest in the partnership is his share of the profits and surplus, and the same is personal property.
- Massachusetts General Laws - Conveyance of interest in partnership; rights of assignee - Chapter 108A, Section 27
(1) A conveyance by a partner of his interest in the partnership does not of itself dissolve the partnership, nor, as against the other partners...
- Massachusetts General Laws - Creditor’s remedy to reach partner’s interest in partnership - Chapter 108A, Section 28
(1) On due application to the superior court by any judgment creditor of a partner, such court may charge the interest of the debtor partner...
- Massachusetts General Laws - Dissolution and winding up; definition - Chapter 108A, Section 29
The dissolution of a partnership is the change in the relation of the partners caused by any partner ceasing to be associated in the carrying...
- Massachusetts General Laws - Effect of dissolution - Chapter 108A, Section 30
On dissolution the partnership is not terminated, but continues until the winding up of partnership affairs is completed.
- Massachusetts General Laws - Causes of dissolution - Chapter 108A, Section 31
Dissolution is caused: (1) Without violation of the agreement between the partners, (a) By the termination of the definite term or particular undertaking specified in...
- Massachusetts General Laws - Decree of dissolution - Chapter 108A, Section 32
(1) On application by or for a partner the court shall decree a dissolution whenever: (a) A partner has been declared a lunatic in any...
- Massachusetts General Laws - Effect of dissolution on partner’s authority - Chapter 108A, Section 33
Except so far as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all authority...
- Massachusetts General Laws - Dissolution by act, death or bankruptcy; liability to co-partners - Chapter 108A, Section 34
Where the dissolution is caused by the act, death or bankruptcy of a partner, each partner is liable to his co-partners for his share of...
- Massachusetts General Laws - Authority and liability after dissolution - Chapter 108A, Section 35
(1) After dissolution a partner can bind the partnership except as provided in paragraph (3) (a) By any act appropriate for winding up partnership affairs...
- Massachusetts General Laws - Discharge of partner’s liability; assumption of partnership obligations; deceased partner - Chapter 108A, Section 36
(1) The dissolution of the partnership does not of itself discharge the existing liability of any partner. (2) A partner is discharged from any existing...
- Massachusetts General Laws - Right to wind up partnership affairs - Chapter 108A, Section 37
Unless otherwise agreed the partners who have not wrongfully dissolved the partnership or the legal representative of the last surviving partner, not bankrupt, has the...
- Massachusetts General Laws - Rights of partners upon dissolution - Chapter 108A, Section 38
(1) When dissolution is caused in any way, except in contravention of the partnership agreement, each partner, as against his co-partners and all persons claiming...
- Massachusetts General Laws - Rights of partner entitled to rescind partnership - Chapter 108A, Section 39
Where a partnership contract is rescinded on the ground of the fraud or misrepresentation of one of the parties thereto, the party entitled to rescind...
- Massachusetts General Laws - Rules for settling accounts between partners - Chapter 108A, Section 40
In settling accounts between the partners after dissolution, the following rules shall be observed, subject to any agreement to the contrary: (a) The assets of...
- Massachusetts General Laws - Creditors’ rights; continuing business of dissolved partnership - Chapter 108A, Section 41
(1) When any new partner is admitted into an existing partnership, or when any partner retires and assigns, or dies and his representative assigns, his...
- Massachusetts General Laws - Rights of retiring or deceased partner against person or partnership continuing business - Chapter 108A, Section 42
When any partner retires or dies, and the business is continued under any of the conditions set forth in section forty-one (1)(2)(3)(5)(6), or section thirty-eight...
- Massachusetts General Laws - Right to an account - Chapter 108A, Section 43
The right to an account of his interest shall accrue to any partner, or his legal representative, as against the winding up partners or the...
- Massachusetts General Laws - Actions to reach and apply corporate shares and interests - Chapter 108A, Section 44
Nothing in this chapter shall effect clause seven of section three of chapter two hundred and fourteen.
- Massachusetts General Laws - Registration as limited liability partnership; annual report; withdrawal; revocation - Chapter 108A, Section 45
(1) To become a registered limited liability partnership, a partnership shall file with the state secretary a registration stating the name of the partnership, the...
- Massachusetts General Laws - Name of registered limited liability partnership - Chapter 108A, Section 46
The name of every registered limited liability partnership shall end with words “registered limited liability partnership”, “limited liability partnership” or the abbreviation “L.L.P.” or “LLP”.
- Massachusetts General Laws - Recognition outside commonwealth - Chapter 108A, Section 47
(1) A partnership, including a registered limited liability partnership, formed and existing under an agreement governed by the laws of this commonwealth, may conduct its...
- Massachusetts General Laws - Recordable instruments binding on partnership - Chapter 108A, Section 48
Any recordable instrument purporting to affect an interest in real property, including without limitation, any deed, lease, notice of lease, mortgage, discharge or release of...
- Massachusetts General Laws - Certificate of good standing - Chapter 108A, Section 49
A registered limited liability partnership shall be deemed to be in good standing with the secretary of the commonwealth if such registered limited liability partnership...
Last modified: September 11, 2015