General Laws of Massachusetts - Chapter 156C Limited Liability Company Act
- Massachusetts General Laws - Short title - Chapter 156C, Section 1
This chapter may be cited as the Massachusetts Limited Liability Company Act.
- Massachusetts General Laws - Definitions - Chapter 156C, Section 2
As used in this chapter, the following words shall unless the context clearly otherwise requires have the following meanings:— (1) “Bankruptcy”, the occurrence of any...
- Massachusetts General Laws - Name of limited liability company - Chapter 156C, Section 3
The name of each limited liability company as set forth in its certificate of organization: (1) shall contain the words “limited liability company”, “limited company”,...
- Massachusetts General Laws - Reservation of exclusive right to name - Chapter 156C, Section 4
(a) The exclusive right to the use of a name may be reserved by: (1) any person intending to organize a limited liability company under...
- Massachusetts General Laws - Office and agent for service of process in commonwealth - Chapter 156C, Section 5
Each limited liability company shall have and maintain in the commonwealth: (1) an office, which may but need not be a place of its business...
- Massachusetts General Laws - Certificate of change of resident agent or street address of resident agent; change of address of LLC business office; resignation - Chapter 156C, Section 5A
(a) A limited liability company may change its resident agent or the street address of the resident agent by filing a certificate of change of...
- Massachusetts General Laws - Powers and privileges of limited liability company; information to be provided on certificate of organization or application for registration - Chapter 156C, Section 6
(a) Except as otherwise expressly provided by law, a limited liability company may carry on any lawful business, trade, profession, purpose or activity. (b) A...
- Massachusetts General Laws - Transaction of business between member or manager and limited liability company - Chapter 156C, Section 7
Except as provided in a written operating agreement, a member or manager may lend money to, borrow money from, act as a surety, guarantor or...
- Massachusetts General Laws - Indemnification of member or manager - Chapter 156C, Section 8
(a) Subject to such standards and restrictions, if any, as are set forth in its certificate of organization or a written operating agreement, a limited...
- Massachusetts General Laws - Records and documents - Chapter 156C, Section 9
(a) Each limited liability company shall keep at the office referred to in clause (1) of section five the following: (1) a current list of...
- Massachusetts General Laws - Furnishing of documents and information to members and managers - Chapter 156C, Section 10
Each member or manager of a limited liability company has the right, subject to such reasonable standards, including standards governing what information and documents are...
- Massachusetts General Laws - Reliance on records and documents - Chapter 156C, Section 11
A member or manager of a limited liability company shall be fully protected in relying in good faith upon the provisions of a written operating...
- Massachusetts General Laws - Certificate of organization - Chapter 156C, Section 12
(a) In order to form a limited liability company, one or more authorized persons must execute a certificate of organization. The certificate of organization shall...
- Massachusetts General Laws - Amendment of certificate of organization - Chapter 156C, Section 13
(a) A certificate of organization may be amended by filing a certificate of amendment thereto in the office of the state secretary. The certificate of...
- Massachusetts General Laws - Cancellation of certificate of organization - Chapter 156C, Section 14
A certificate of organization shall be cancelled upon the dissolution and the completion of winding up of a limited liability company, or at any other...
- Massachusetts General Laws - Execution of certificate by authorized person - Chapter 156C, Section 15
(a) Each certificate required by this chapter to be filed in the office of the state secretary shall be executed: (1) by any manager if...
- Massachusetts General Laws - Failure or refusal to execute certificate - Chapter 156C, Section 16
(a) If a person required to execute a certificate required by this chapter fails or refuses to do so, any other person who is adversely...
- Massachusetts General Laws - Filing of certificate with state secretary - Chapter 156C, Section 17
(a) The original signed copy of the certificate of organization and of any certificates of amendment or cancellation or of any judicial decree of amendment...
- Massachusetts General Laws - Filing of certificate as notice - Chapter 156C, Section 18
The fact that a certificate of organization is on file in the office of the state secretary shall be notice that the entity formed in...
- Massachusetts General Laws - Restated certificates of organization - Chapter 156C, Section 19
(a) A limited liability company may at any time, integrate into a single instrument all of the provisions of its certificate of organization which are...
- Massachusetts General Laws - Admission as member of limited liability company - Chapter 156C, Section 20
(a) In connection with the formation of a limited liability company, a person acquiring a limited liability company interest is admitted as a member of...
- Massachusetts General Laws - Rights, powers and duties of classes or groups of members - Chapter 156C, Section 21
(a) An operating agreement may provide for classes or groups of members having such relative rights, powers and duties as the operating agreement may provide,...
- Massachusetts General Laws - Debts, obligations and liabilities of limited liability company - Chapter 156C, Section 22
Except as otherwise provided by this chapter, the debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, shall...
- Massachusetts General Laws - Designation of manager - Chapter 156C, Section 23
A person may be named or designated as a manager of the limited liability company as defined in clause seven of section two.
- Massachusetts General Laws - Management of limited liability company - Chapter 156C, Section 24
(a) Unless otherwise provided in the operating agreement, the management of a limited liability company shall be vested in its members. An operating agreement may...
- Massachusetts General Laws - Manager’s membership in company - Chapter 156C, Section 25
A manager need not be a member of the limited liability company.
- Massachusetts General Laws - Relative rights, duties and powers of classes or groups of managers - Chapter 156C, Section 26
(a) An operating agreement may provide for classes or groups of managers having such relative rights, powers and duties as the operating agreement may provide,...
- Massachusetts General Laws - Contributions of members - Chapter 156C, Section 27
The contribution of a member to a limited liability company may be in cash, property or services rendered, or a promissory note or other obligation...
- Massachusetts General Laws - Members’ obligations to limited liability company - Chapter 156C, Section 28
(a) Except as provided in a written operating agreement, a member is obligated to a limited liability company to perform any promise to contribute cash...
- Massachusetts General Laws - Allocation of profits and losses - Chapter 156C, Section 29
(a) The profits and losses of a limited liability company shall be allocated among the members, and among classes or groups of members, in the...
- Massachusetts General Laws - Distributions of cash or other assets - Chapter 156C, Section 30
Distributions of cash or other assets of a limited liability company shall be allocated among the members, and among classes or groups of members, in...
- Massachusetts General Laws - Entitlement to distributions - Chapter 156C, Section 31
Except as provided in sections thirty-two and forty-six, a member is entitled to receive distributions from a limited liability company only to the extent and...
- Massachusetts General Laws - Distribution to resigning member - Chapter 156C, Section 32
Upon resignation, a resigning member is entitled to receive any distribution to which he is entitled upon resignation under a written operating agreement. If not...
- Massachusetts General Laws - Form of distribution on demand; acceptance of distribution of assets - Chapter 156C, Section 33
Except as provided in a written operating agreement, a member, regardless of the nature of his contribution, has no right to demand and receive any...
- Massachusetts General Laws - Entitlement to creditor remedies - Chapter 156C, Section 34
Except as provided in the operating agreement, and subject to section forty-six, at the time a member becomes entitled to receive a distribution, he has...
- Massachusetts General Laws - Liability for distribution in excess of terms of operating agreement - Chapter 156C, Section 35
(a) A member or manager who votes for or assents to a distribution in violation of the operating agreement shall be personally liable to the...
- Massachusetts General Laws - Resignation of member - Chapter 156C, Section 36
A member may resign as a member of a limited liability company at the time or upon the happening of events specified in the operating...
- Massachusetts General Laws - Resignation of manager - Chapter 156C, Section 37
A manager may resign as a manager of a limited liability company at the time or upon the happening of events specified in the operating...
- Massachusetts General Laws - Personal property - Chapter 156C, Section 38
A limited liability company interest is personal property. A member has no interest in specific limited liability company property.
- Massachusetts General Laws - Assignment of interest - Chapter 156C, Section 39
(a) A limited liability company interest is assignable in whole or in part except as provided in the operating agreement. The assignee of a member’s...
- Massachusetts General Laws - Judgment against member payable with interest in limited liability company - Chapter 156C, Section 40
On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge the limited liability company interest of...
- Massachusetts General Laws - Membership of assignee - Chapter 156C, Section 41
(a) An assignee of a limited liability company interest may become a member: (1) upon the approval of all of the members of the limited...
- Massachusetts General Laws - Death or incompetence of member - Chapter 156C, Section 42
Unless otherwise provided in the operating agreement, if a member who is an individual dies or a court of competent jurisdiction adjudges him to be...
- Massachusetts General Laws - Dissolution of limited liability company - Chapter 156C, Section 43
A limited liability company is dissolved and its affairs shall be wound up upon the first to occur of the following: (1) the time specified...
- Massachusetts General Laws - Court-decreed dissolution - Chapter 156C, Section 44
On application by or for a member or manager the superior court department of the trial court may decree dissolution of a limited liability company...
- Massachusetts General Laws - Winding up affairs of dissolved limited liability company - Chapter 156C, Section 45
(a) Unless otherwise provided in an operating agreement, a manager who has not wrongfully dissolved a limited liability company or, if none, the members or...
- Massachusetts General Laws - Distribution of assets of limited liability company following dissolution - Chapter 156C, Section 46
(a) Upon the winding up of a limited liability company, the assets shall be distributed as follows: (1) to creditors, including members and managers who...
- Massachusetts General Laws - Laws applicable to foreign limited liability company - Chapter 156C, Section 47
A foreign limited liability company shall not do any business in the commonwealth which is prohibited to a limited liability company organized under this chapter....
- Massachusetts General Laws - Registration of foreign limited liability company - Chapter 156C, Section 48
A foreign limited liability company shall be considered to be doing business in the commonwealth for the purpose of this section if it would be...
- Massachusetts General Laws - Duties of state secretary with respect to foreign limited liability companies - Chapter 156C, Section 49
The state secretary shall examine and endorse his approval on the application for registration if the business of the foreign limited liability company is not...
- Massachusetts General Laws - Name of foreign limited liability company - Chapter 156C, Section 50
A foreign limited liability company may register with the state secretary and do business in the commonwealth under any name, whether or not it is...
- Massachusetts General Laws - Resident agent for service of process on foreign limited liability company - Chapter 156C, Section 51
Each foreign limited liability company doing business in the commonwealth shall appoint a resident agent as its true and lawful attorney upon whom all lawful...
- Massachusetts General Laws - Correction or amendment of application for registration of foreign limited liability company - Chapter 156C, Section 52
If any statement in the application for registration of a foreign limited liability company was false when made or any arrangements or other facts described...
- Massachusetts General Laws - Cancellation of registration of foreign limited liability company - Chapter 156C, Section 53
The registration of a foreign limited liability company doing business in the commonwealth shall be canceled in the manner and at such times as are...
- Massachusetts General Laws - Failure to register; penalty; service of process - Chapter 156C, Section 54
(a) A foreign limited liability company doing business in the commonwealth which fails to register with the state secretary shall, for each year that such...
- Massachusetts General Laws - Suits by or against limited liability company - Chapter 156C, Section 55
Suit may be brought by or against a limited liability company in its own name.
- Massachusetts General Laws - Suits on behalf of limited liability company - Chapter 156C, Section 56
Except as otherwise provided in a written operating agreement, suit on behalf of the limited liability company may be brought in the name of the...
- Massachusetts General Laws - Court orders on termination of derivative suit - Chapter 156C, Section 57
On termination of the derivative suit, the court may: (a) order the limited liability company to pay the plaintiff’s reasonable expenses, including counsel fees, incurred...
- Massachusetts General Laws - Lack of authority to sue - Chapter 156C, Section 58
The lack of authority of a member or manager to sue on behalf of the limited liability company may not be asserted as a defense...
- Massachusetts General Laws - Consolidation or merger - Chapter 156C, Section 59
(a) As used in sections 59 to 63, inclusive, the words “other business entity” shall mean a corporation to which section 17.01 of Part 17...
- Massachusetts General Laws - Approval of consolidation or merger; objection; termination or amendment - Chapter 156C, Section 60
(a) Unless otherwise provided in a written operating agreement, a consolidation or merger shall be approved by each domestic limited liability company which is to...
- Massachusetts General Laws - Certificate of consolidation or merger - Chapter 156C, Section 61
(a) If a domestic limited liability company is consolidating or merging under this chapter, the domestic limited liability company or other business entity resulting from...
- Massachusetts General Laws - Rights, privileges, powers, property and debts of consolidated or merged business entity - Chapter 156C, Section 62
When any consolidation or merger becomes effective as hereinbefore provided, for all purposes of the laws of the commonwealth, all of the rights, privileges and...
- Massachusetts General Laws - Duties and liabilities of members and managers - Chapter 156C, Section 63
(a) Unless the provisions of this chapter or the context indicate otherwise, each reference in the General Laws to a “person”, where such reference includes...
- Massachusetts General Laws - Reorganization of limited liability company - Chapter 156C, Section 64
(a) Any limited liability company, a plan of reorganization of which, pursuant to the provisions of any applicable statute of the United States relating to...
- Massachusetts General Laws - Liability insurance - Chapter 156C, Section 65
The regulating boards, as defined in subsection (c) of section two of chapter one hundred and fifty-six A, shall adopt regulations requiring the designated amount...
- Massachusetts General Laws - Recordable instruments affecting real property binding on limited liability company - Chapter 156C, Section 66
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 - Certification of authority to act for limited liability company - Chapter 156C, Section 67
Any person who is identified on the certificate of organization, as amended, of a domestic limited liability company, or on the application for registration, as...
- Massachusetts General Laws - Good standing - Chapter 156C, Section 68
A limited liability company shall be deemed to be in good standing with the secretary of the commonwealth if such limited liability company appears from...
- Massachusetts General Laws - Conversion of business entity to limited liability company - Chapter 156C, Section 69
(a) As used in this section the term “other business entity” shall mean an association or trust as defined in section 1 of chapter 182,...
- Massachusetts General Laws - Administrative dissolution; notice; wind up and liquidation of affairs - Chapter 156C, Section 70
(a) The state secretary may commence a proceeding to dissolve a limited liability company if: (1) the limited liability company has failed for 2 consecutive...
- Massachusetts General Laws - Application for reinstatement by limited liability company subject to administrative dissolution or revocation of authority to transact business - Chapter 156C, Section 71
A limited liability company administratively dissolved under section 70 or whose authority to transact business in the commonwealth has been revoked under section 72 may...
- Massachusetts General Laws - Revocation of foreign limited liability company’s authority to transact business in commonwealth; grounds; notice; effective date - Chapter 156C, Section 72
(a) The state secretary may commence a proceeding to revoke the authority of a foreign limited liability company to transact business in the commonwealth if:...
Last modified: September 11, 2015