General Laws of Massachusetts (Last Updated: January 16, 2020) |
PART I ADMINISTRATION OF THE GOVERNMENT |
TITLE XV. REGULATION OF TRADE |
CHAPTER 109. LIMITED PARTNERSHIP |
SECTION 1. Definitions |
SECTION 1A. Short title |
SECTION 2. Name of limited partnership; requirements |
SECTION 3. Reservation of name |
SECTION 4. Office and agent for service of process |
SECTION 4A. Certificate of change of resident agent or address of resident agent; change of address of limited partnership business office; resignation |
SECTION 5. Records |
SECTION 6. Business of partnership |
SECTION 7. Partners transacting business with partnership |
SECTION 8. Certificate |
SECTION 9. Amendment to certificate |
SECTION 10. Cancellation of certificate |
SECTION 11. Execution of certificates |
SECTION 12. Execution of certificate ordered by court |
SECTION 13. Filing of certificates |
SECTION 14. False statements in certificates; damages |
SECTION 15. Notice |
SECTION 16. Delivery of certificates to limited partners |
SECTION 16A. Consolidation or merger |
SECTION 17. Limited partners |
SECTION 18. Right to vote of limited partners |
SECTION 19. Liability of limited partners |
SECTION 20. Person erroneously believing himself limited partner |
SECTION 21. Records; rights of limited partners |
SECTION 22. Additional general partners |
SECTION 23. Cessation of general partner status |
SECTION 24. Rights, powers and liabilities of general partners |
SECTION 25. Contributions by general partner |
SECTION 26. Right to vote of general partners |
SECTION 27. Form of partner's contribution |
SECTION 28. Obligation to contribute |
SECTION 29. Allocation of profits and losses |
SECTION 30. Distributions of cash or other assets |
SECTION 31. Interim distributions |
SECTION 32. Withdrawal of general partner |
SECTION 33. Withdrawal of limited partner |
SECTION 34. Distribution to partner upon withdrawal |
SECTION 35. Distribution in kind |
SECTION 36. Right to distribution |
SECTION 37. Limitations on distribution |
SECTION 38. Liability upon return of contribution |
SECTION 39. Nature of partnership interest |
SECTION 40. Assignment of partnership interest |
SECTION 41. Rights of judgment creditor |
SECTION 42. Assignee becoming limited partner |
SECTION 43. Death or incompetency of partner; power to settle estate or administer property |
SECTION 44. Nonjudicial dissolution |
SECTION 45. Judicial dissolution |
SECTION 46. Winding up partnership affairs |
SECTION 47. Distribution of assets following winding up |
SECTION 48. Foreign limited partnerships; liability of partners and agents; law governing |
SECTION 49. Registration of foreign limited partnership |
SECTION 50. Approval of registration of foreign limited partnership; fee; records |
SECTION 51. Name of foreign limited partnership |
SECTION 52. Resident agent |
SECTION 53. Correction or amendment of false or changed statements in application for registration of foreign limited partnership |
SECTION 54. Cancellation of registration of foreign limited partnership; certificate of withdrawal |
SECTION 55. Failure to register of foreign limited partnership; capacity to sue and be sued; secretary of state as attorney of unregistered or withdrawn partnerships |
SECTION 56. Right of action by limited partner |
SECTION 57. Proper plaintiff |
SECTION 58. Pleading |
SECTION 59. Expenses in successful action |
SECTION 60. Construction and application of chapter |
SECTION 61. Fees |
SECTION 62. Cases not provided for by chapter |
SECTION 63. Annual report; fee |
SECTION 64. Administrative dissolution; grounds; notice; wind up and liquidation of affairs |
SECTION 65. Revocation of authority of foreign limited partnership to transact business in commonwealth; notice; effective date |
SECTION 66. Application for reinstatement after administrative dissolution or revocation of right to transact business; contents |