SECTION 1. Short title

SECTION 2. Definitions

SECTION 3. Name of limited liability company

SECTION 4. Reservation of exclusive right to name

SECTION 5. Office and agent for service of process in commonwealth

SECTION 5A. Certificate of change of resident agent or street address of resident agent; change of address of LLC business office; resignation

SECTION 6. Powers and privileges of limited liability company; information to be provided on certificate of organization or application for registration

SECTION 7. Transaction of business between member or manager and limited liability company

SECTION 8. Indemnification of member or manager

SECTION 9. Records and documents

SECTION 10. Furnishing of documents and information to members and managers

SECTION 11. Reliance on records and documents

SECTION 12. Certificate of organization

SECTION 13. Amendment of certificate of organization

SECTION 14. Cancellation of certificate of organization

SECTION 15. Execution of certificate by authorized person

SECTION 16. Failure or refusal to execute certificate

SECTION 17. Filing of certificate with state secretary

SECTION 18. Filing of certificate as notice

SECTION 19. Restated certificates of organization

SECTION 20. Admission as member of limited liability company

SECTION 21. Rights, powers and duties of classes or groups of members

SECTION 22. Debts, obligations and liabilities of limited liability company

SECTION 23. Designation of manager

SECTION 24. Management of limited liability company

SECTION 25. Manager's membership in company

SECTION 26. Relative rights, duties and powers of classes or groups of managers

SECTION 27. Contributions of members

SECTION 28. Members' obligations to limited liability company

SECTION 29. Allocation of profits and losses

SECTION 30. Distributions of cash or other assets

SECTION 31. Entitlement to distributions

SECTION 32. Distribution to resigning member

SECTION 33. Form of distribution on demand; acceptance of distribution of assets

SECTION 34. Entitlement to creditor remedies

SECTION 35. Liability for distribution in excess of terms of operating agreement

SECTION 36. Resignation of member

SECTION 37. Resignation of manager

SECTION 38. Personal property

SECTION 39. Assignment of interest

SECTION 40. Judgment against member payable with interest in limited liability company

SECTION 41. Membership of assignee

SECTION 42. Death or incompetence of member

SECTION 43. Dissolution of limited liability company

SECTION 44. Court-decreed dissolution

SECTION 45. Winding up affairs of dissolved limited liability company

SECTION 46. Distribution of assets of limited liability company following dissolution

SECTION 47. Laws applicable to foreign limited liability company

SECTION 48. Registration of foreign limited liability company

SECTION 49. Duties of state secretary with respect to foreign limited liability companies

SECTION 50. Name of foreign limited liability company

SECTION 51. Resident agent for service of process on foreign limited liability company

SECTION 52. Correction or amendment of application for registration of foreign limited liability company

SECTION 53. Cancellation of registration of foreign limited liability company

SECTION 54. Failure to register; penalty; service of process

SECTION 55. Suits by or against limited liability company

SECTION 56. Suits on behalf of limited liability company

SECTION 57. Court orders on termination of derivative suit

SECTION 58. Lack of authority to sue

SECTION 59. Consolidation or merger

SECTION 60. Approval of consolidation or merger; objection; termination or amendment

SECTION 61. Certificate of consolidation or merger

SECTION 62. Rights, privileges, powers, property and debts of consolidated or merged business entity

SECTION 63. Duties and liabilities of members and managers

SECTION 64. Reorganization of limited liability company

SECTION 65. Liability insurance

SECTION 66. Recordable instruments affecting real property binding on limited liability company

SECTION 67. Certification of authority to act for limited liability company

SECTION 68. Good standing

SECTION 69. Conversion of business entity to limited liability company

SECTION 70. Administrative dissolution; notice; wind up and liquidation of affairs

SECTION 71. Application for reinstatement by limited liability company subject to administrative dissolution or revocation of authority to transact business

SECTION 72. Revocation of foreign limited liability company's authority to transact business in commonwealth; grounds; notice; effective date