reglab/housing_qa huggingface dataset:
MA Gen L ch 109 § 44 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 109 - Limited Partnership|Section 44 - Nonjudicial Dissolution

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 time specified in writing in the partnership agreement;  (2) upon the happening of events specified in writing in the partnership agreement;  (3) written consent of all partners;  (4) an event of withdrawal of a general partner unless at the time there is at least one other general partner and the written provisions of the partnership agreement permit the business of the limited partnership to be carried on by the remaining general partner and that partner does so, but the limited partnership is not dissolved and is not required to close its affairs by reason of any event of withdrawal, if, within ninety days after the withdrawal, all partners agree in writing to continue the business of the limited partnership and to the appointment of one or more additional general partners if necessary or desired; or  (5) entry of a decree of judicial dissolution under section forty-five.
MA Gen L ch 109 § 45 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 109 - Limited Partnership|Section 45 - Judicial Dissolution

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 not reasonably practicable to carry on the business in conformity with the partnership agreement.
MA Gen L ch 109 § 46 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 109 - Limited Partnership|Section 46 - Winding Up Partnership Affairs

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 wind up the limited partnership's affairs; provided, however, that the superior court department of the trial court may wind up the limited partnership's affairs upon application of any partner, his legal representative, or assignee.
MA Gen L ch 109 § 47 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 109 - Limited Partnership|Section 47 - Distribution of Assets Following Winding Up

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 extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under sections thirty-one and thirty-four;  (2) except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under sections thirty-one and thirty-four; and  (3) except as provided in the partnership agreement, to partners (i) for the return of their contributions and (ii) respecting their partnership interests, in the proportions in which the partners share in distributions.
MA Gen L ch 109 § 48 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 109 - Limited Partnership|Section 48 - Foreign Limited Partnerships; Liability of Partners and Agents; Law Governing

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 partner or other agent of a foreign limited partnership shall be subject to the liabilities, and shall have the defenses, with respect to the foreign limited partnership, as officers, directors and other agents of a foreign corporation have under section 15.11 of subdivision A of Part 15 of chapter 156D. Subject to the constitution of the commonwealth, its organization and internal affairs and the liability of its limited partners shall be governed by the laws of the state under which it is organized.
MA Gen L ch 109 § 49 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 109 - Limited Partnership|Section 49 - Registration of Foreign Limited Partnership

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 to be doing business in the commonwealth for the purpose of section 15.01 of subdivision A of Part 15 of chapter 156D if it were a foreign corporation. Every foreign limited partnership doing business in the commonwealth shall submit to the secretary of state, within ten days after it commences doing business in the commonwealth, an application for registration as a foreign limited partnership, which shall be signed and sworn to by the general partner. The application shall be in such form as the secretary of state shall require, and shall be accompanied by a certificate of legal existence of the foreign limited partnership, issued by an officer or agency properly authorized in the jurisdiction in which the foreign limited partnership is organized, or such other evidence of legal existence as the secretary of state shall approve. If the certificate or such evidence is in a foreign language, a translation thereof, under oath of the translator, shall be attached thereto.  The application for registration shall set forth the following information:—  (1) the name of the foreign limited partnership and, if different, the name under which it proposes to do business in the commonwealth;  (2) the jurisdiction where such partnership was organized and the date of its organization;  (3) the general character of the business it proposes to do in the commonwealth;  (4) the business address of its principal office;  (5) the names, business addresses and residence addresses of its general partners;  (6) the business address of its principal office in the commonwealth, if any;  (7) the name and business address of its resident agent and the agent's written consent, either on the certificate or attached to it, to his appointment as agent; and  (8) the address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions, together with an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership's registration in the commonwealth is cancelled.  If the foreign limited partnership's certificate of partnership from its jurisdiction of organization sets forth any part of the information required to be set forth in the application for registration in the commonwealth, the foreign limited partnership may submit a certified copy of such certificate, with a sworn translation, if necessary, in lieu of such part of the application for registration.
MA Gen L ch 109 § 50 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 109 - Limited Partnership|Section 50 - Approval of Registration of Foreign Limited Partnership; Fee; Records

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 prohibited by law to a limited partnership formed under this chapter and if the secretary of state determines that the application complies with this section. Upon such approval and payment of the required fee, the application shall be deemed to be filed with the secretary of state and the foreign limited partnership shall be deemed to be registered to do business in the commonwealth. The secretary of state shall keep the records and have the duties with respect to foreign limited partnerships as are provided in subsection 6 of section 15.03 of subdivision A of Part 15 of chapter 156D relative to foreign corporations.
MA Gen L ch 109 § 51 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 109 - Limited Partnership|Section 51 - Name of Foreign Limited Partnership

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 the name under which it is registered in its jurisdiction of organization, that could be assumed by a limited partnership.
MA Gen L ch 109 § 52 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 109 - Limited Partnership|Section 52 - Resident Agent

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 in any action or proceeding against the foreign limited partnership in the commonwealth may be served. Sections 15.07, 15.08 and 15.09 of chapter 156D relative to the appointment and qualifications of a resident agent shall be applicable to the appointment of a resident agent pursuant to this section.
MA Gen L ch 109 § 53 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 109 - Limited Partnership|Section 53 - Correction or Amendment of False or Changed Statements in Application for Registration of Foreign Limited Partnership

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 changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file in the office of the secretary of state a certificate, signed and sworn to by a general partner, correcting or amending such statement.
MA Gen L ch 109 § 54 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 109 - Limited Partnership|Section 54 - Cancellation of Registration of Foreign Limited Partnership; Certificate of Withdrawal

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 in section ten except that the cancellation shall be signed by a general partner. A foreign limited partnership doing business in this commonwealth may withdraw from the commonwealth by submitting to the secretary of state a certificate of withdrawal, in such form as the secretary of state shall require, signed and sworn to by a general partner, stating:  (1) the name of the foreign limited partnership and, if different, the name under which it is registered and doing business in the commonwealth;  (2) the business address of its principal office;  (3) the business address of its principal office in the commonwealth, if any, and the name and business address of its resident agent in the commonwealth;  (4) that the foreign limited partnership is not doing business in the commonwealth; and  (5) that all taxes and fees owed the commonwealth have been paid or provided for.  The secretary of state shall examine and endorse his approval on the certificate of withdrawal if he determines that the certificate complies with this section. Upon such approval and payment of the required fee, the certificate of withdrawal shall be deemed to be filed with the secretary of state.
MA Gen L ch 109 § 55 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 109 - Limited Partnership|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 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 of section 15.02 of chapter 156D relative to foreign corporations.  (b) Foreign limited partnership shall be liable to be sued and to have their property attached in the same manner and to the same extent as individuals who are residents of other jurisdictions. Every foreign limited partnership doing business in the commonwealth without having registered as prescribed in this section and every foreign limited partnership which shall have withdrawn from the commonwealth shall be considered to have appointed the secretary of state to be its true and lawful attorney upon whom all lawful process in any action or proceeding in the commonwealth may be served in the manner set forth in subsections (d), (e), (f) and (g) of section 15.10 of Part 15 of chapter 156D relative to foreign corporations.
MA Gen L ch 109 § 56 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 109 - Limited Partnership|Section 56 - Right of Action by Limited Partner

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 authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed.
MA Gen L ch 109 § 57 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 109 - Limited Partnership|Section 57 - Proper Plaintiff

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 of which he complains or (2) his status as a partner had devolved upon him by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction.
MA Gen L ch 109 § 58 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 109 - Limited Partnership|Section 58 - Pleading

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 partner or the reasons for not making the effort.
MA Gen L ch 109 § 59 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 109 - Limited Partnership|Section 59 - Expenses in Successful Action

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, compromise or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, and shall direct him to remit to the limited partnership the remainder of those proceeds received by him.
MA Gen L ch 109 § 60 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 109 - Limited Partnership|Section 60 - Construction and Application of Chapter

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 among states enacting it.
MA Gen L ch 109 § 61 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 109 - Limited Partnership|Section 61 - Fees

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 foreign limited partnership shall be one hundred and fifty dollars. The fee for filing a certificate of amendment, cancellation or withdrawal shall be seventy-five dollars. The fee for the reservation of a name or the extension of a reservation shall be ten dollars.
MA Gen L ch 109 § 62 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 109 - Limited Partnership|Section 62 - Cases Not Provided for by Chapter

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 shall control.
MA Gen L ch 109 § 63 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 109 - Limited Partnership|Section 63 - Annual Report; Fee

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 before the anniversary date of the filing of the certificate of limited partnership. The annual report shall contain all information required to be included in the certificate of limited partnership.  (b) The fee for filing the annual report shall be $500 if the report is filed on paper or by facsimile. The fee for filing the annual report electronically shall be $450.
MA Gen L ch 109 § 64 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 109 - Limited Partnership|Section 64 - Administrative Dissolution; Grounds; Notice; Wind Up and Liquidation of Affairs

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 comply with the laws requiring the filing of annual reports; or  (2) he is satisfied that the limited partnership has become inactive and its dissolution would be in the public interest.  (b) If the state secretary determines that grounds exist under subsection (a), he shall serve the limited partnership with written notice of his determination. The notice shall be sent to the address of the office in the commonwealth required by clause (1) of section 4. If, within 90 days after the notice, the limited partnership fails to correct each ground for dissolution or fails to demonstrate to the reasonable satisfaction of the state secretary that each ground determined by the state secretary does not exist, the state secretary shall administratively dissolve the limited partnership.  (c) A limited partnership administratively dissolved continues in existence but shall not carry on any business except that necessary to wind up and liquidate its affairs.
MA Gen L ch 109 § 65 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 109 - Limited Partnership|Section 65 - Revocation of Authority of Foreign Limited Partnership to Transact Business in Commonwealth; Notice; Effective Date

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) the limited partnership has failed for 2 consecutive years to comply with the laws requiring the filing of annual reports; or  (2) he is satisfied that the revocation of the limited partnership's authority to transact business in the commonwealth would be in the public interest.  (b) If the state secretary determines that grounds exist under subsection (a), he shall serve the limited partnership with written notice of his determination. The notice shall be sent to the address of the foreign limited partnership. If, within 90 days after the notice, the limited partnership fails to correct each ground for revocation or fails to demonstrate to the reasonable satisfaction of state secretary that each ground determined by the state secretary does not exist, the state secretary of state shall administratively revoke the authority of the foreign limited partnership to transact business in the commonwealth.  (c) The authority of the foreign limited partnership to transact business in the commonwealth shall cease on the date the state secretary makes such revocation effective.
MA Gen L ch 109 § 66 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 109 - Limited Partnership|Section 66 - Application for Reinstatement After Administrative Dissolution or Revocation of Right to Transact Business; Contents

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 to the state secretary for reinstatement at any time. The application for reinstatement shall:  (1) recite the name of the limited partnership and the effective date of its administrative dissolution or revocation;  (2) state that the grounds for dissolution or revocation either did not exist or have been corrected; and  (3) state that the name of the limited partnership satisfies the requirements of section 2; provided, however, that if the state secretary determines that the application contains the full and correct information, he shall reinstate the limited partnership.
MA Gen L ch 109a § 1 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 109a - Uniform Fraudulent Transfer Act|Section 1 - Citation of Chapter

Section 1. This chapter may be cited as the Uniform Fraudulent Transfer Act.
MA Gen L ch 109a § 3 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 109a - Uniform Fraudulent Transfer Act|Section 3 - Insolvency; Excluded Assets

Section 3. (a) A debtor is insolvent if the sum of the debtor's debts is greater than all of the debtor's assets, at a fair valuation.  (b) A debtor who is generally not paying his debts as they become due is presumed to be insolvent.  (c) A partnership is insolvent under subsection (a) if the sum of the partnership's debts is greater than the aggregate, at a fair valuation, of all of the partnership's assets, and the sum of the excess of the value of each general partner's nonpartnership assets over the partner's nonpartnership debts.  (d) Assets under this section shall not include property that has been transferred, concealed, or removed with intent to hinder, delay, or defraud creditors or that has been transferred in a manner making the transfer voidable under this chapter.  (e) Debts under this section shall not include an obligation to the extent it is secured by a valid lien on property of the debtor not included as an asset.
MA Gen L ch 109a § 4 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 109a - Uniform Fraudulent Transfer Act|Section 4 - Value of Transfer

Section 4. (a) Value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or an antecedent debt is secured or satisfied, but value does not include an unperformed promise made otherwise than in the ordinary course of the promisor's business to furnish support to the debtor or another person.  (b) For the purposes of paragraph (2) of subsection (a) of section five and section six, a person gives a reasonably equivalent value if the person acquires an interest of the debtor in an asset pursuant to a regularly conducted, noncollusive foreclosure sale or execution of a power of sale for the acquisition or disposition of the interest of the debtor upon default under a mortgage, deed of trust, or security agreement.  (c) A transfer is made for present value if the exchange between the debtor and the transferee is intended by them to be contemporaneous and is in fact substantially contemporaneous.