reglab/housing_qa huggingface dataset:
MA Gen L ch 156c § 57 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156c - Limited Liability Company Act|Section 57 - Court Orders on Termination of Derivative Suit

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 in the proceeding if it finds that the suit has resulted in a substantial benefit to the limited liability company; or  (b) order the plaintiff to pay any defendant's reasonable expenses, including counsel fees, incurred in defending the suit if it finds that the suit was commenced or maintained without reasonable cause or for an improper purpose.
MA Gen L ch 156c § 58 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156c - Limited Liability Company Act|Section 58 - Lack of Authority to Sue

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 to an action by the limited liability company or by the limited liability company as a basis for bringing a subsequent suit on the same cause of action.
MA Gen L ch 156c § 59 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156c - Limited Liability Company Act|Section 59 - Consolidation or Merger

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 of chapter 156D applies, a professional corporation and a foreign professional corporation each as defined in section 2 of chapter 156A, a foreign corporation, an association or a trust, as defined in section 1 of chapter 182, a partnership whether general or limited and whether domestic or foreign, as defined, respectively, in section 6 of chapter 108A and section 1 of chapter 109, and a foreign limited liability company as defined in this chapter.  (b) Pursuant to an agreement of consolidation or merger, a domestic limited liability company may consolidate or merge with or into one or more domestic limited liability companies or other business entities formed or organized under the law of the commonwealth or any other state of the United States or any foreign country or other foreign jurisdiction, with such domestic limited liability company or other business entity as the agreement shall provide being the resulting or surviving domestic limited liability company or other business entity.  (c) In connection with a consolidation or merger under this chapter, rights or securities of, or interests in, a domestic limited liability company or other business entity which is a constituent party to the consolidation or merger may be exchanged for or converted into cash, property, rights or securities of, or interests in, the resulting or surviving domestic limited liability company or other business entity or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights or securities of, or interests in, a domestic limited liability company or other business entity which is not the resulting or surviving limited liability company or other business entity in the consolidation or merger.
MA Gen L ch 156c § 60 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156c - Limited Liability Company Act|Section 60 - Approval of Consolidation or Merger; Objection; Termination or Amendment

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 consolidate or merge by the members or, if there is more than one class or group of members, then by each class or group of members, in either case, by members who own more than fifty percent of the unreturned contributions to the domestic limited liability company, determined in accordance with section twenty-nine, owned by all of the members or by the members in each class or group, as appropriate.  (b) The exclusive remedy of a member of a domestic limited liability company, which has voted to consolidate or to merge with another entity under the provisions of sections fifty-nine to sixty-three, inclusive, who objects to such consolidation or merger, shall be the right to resign as a member and to receive any distribution with respect to his limited liability company interest, as provided in sections thirty-one to thirty-seven, inclusive. Such members and the resulting or surviving entity shall have the rights and duties, and shall follow the procedure set forth in said sections.  (c) Notwithstanding prior approval, an agreement of consolidation or merger may be terminated or amended pursuant to a provision for such termination or amendment contained in the agreement of consolidation or merger.
MA Gen L ch 156c § 62 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156c - Limited Liability Company Act|Section 62 - Rights, Privileges, Powers, Property and Debts of Consolidated or Merged Business Entity

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 powers of each of the domestic limited liability companies and other business entities that have consolidated or merged, and all property, real, personal and mixed, and all debts due to any of said domestic limited liability companies and other business entities, as well as all other things and causes of action belonging to each of such domestic limited liability companies and other business entities, shall be vested in the resulting or surviving domestic limited liability company or other business entity, and shall thereafter be the property of the resulting or surviving domestic limited liability company or other business entity as they were of each of the domestic limited liability companies and other business entities that have consolidated or merged, and the title to any real property vested by deed or otherwise, under the laws of the commonwealth, in any of such domestic limited liability companies and other business entities, shall not revert or be in any way impaired by reason of this chapter; but all rights of creditors and all liens upon any property of any of said domestic limited liability companies and other business entities shall be preserved unimpaired, and all debts, liabilities and duties of each of the said domestic limited liability companies and other business entities that have consolidated or merged shall thenceforth attach to the resulting or surviving domestic limited liability company or other business entity, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. Unless otherwise agreed, a consolidation or merger of a domestic limited liability company, including a domestic limited liability company which is not the resulting or surviving entity in the consolidation or merger, shall not require such domestic limited liability company to wind up its affairs under section forty-five or pay its liabilities and distribute its assets under section forty-six.
MA Gen L ch 156c § 63 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156c - Limited Liability Company Act|Section 63 - Duties and Liabilities of Members and Managers

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 any partnership, whether general or limited and whether domestic or foreign, shall be deemed to include a limited liability company.  (b) To the extent that, at law or in equity, a member or manager has duties, including fiduciary duties, and liabilities relating thereto to a limited liability company or to another member or manager, (1) any such member or manager acting under the operating agreement shall not be liable to the limited liability company or to any such other member or manager for the member's or manager's good faith reliance on the provision of the operating agreement, and (2) the member's or manager's duties and liabilities may be expanded or restricted by provisions in the operating agreement.
MA Gen L ch 156c § 64 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156c - Limited Liability Company Act|Section 64 - Reorganization of Limited Liability Company

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 reorganizations of corporations or limited liability companies, has been or shall be confirmed by the decree or order of a court of competent jurisdiction, may put into effect and carry out the plan and the decrees and orders of the court relative thereto and may take any proceeding and do any act provided in the plan or directed by such decrees and orders, without further action by its members or managers. Such power and authority may be exercised, and such proceedings and acts may be taken, as may be directed by such decrees or orders, by the trustee or trustees of such limited liability company appointed by the court in the reorganization proceedings or a majority thereof or if none be appointed and acting, by designated members or managers of the limited liability company, or by a master or other representative appointed by the court, with like effect as if exercised and taken by unanimous action of the members and managers of the limited liability company.  (b) The provisions of this section shall cease to apply to such limited liability company upon the entry of a final decree in the reorganization proceedings closing the case and discharging the trustee or trustees, if any.
MA Gen L ch 156c § 65 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156c - Limited Liability Company Act|Section 65 - Liability Insurance

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 of required liability insurance to be maintained by limited liability companies and members subject to their jurisdiction pursuant to subsection (c) of section six. The term designated amount shall be the amount deemed appropriate by the regulating board to cover negligence, wrongful acts, errors and omissions and that insures the company and its members.
MA Gen L ch 156c § 66 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156c - Limited Liability Company Act|Section 66 - Recordable Instruments Affecting Real Property Binding on Limited Liability Company

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 mortgage, assignment of mortgage, easement and certificate of fact, executed in the name of a limited liability company by 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 amended, of a foreign limited liability company, as a manager or as a person authorized to execute, acknowledge, deliver and record recordable instruments affecting interests in real property, shall be binding on the limited liability company in favor of a seller, purchaser, grantor, grantee, lessor, lessee, mortgagor, mortgagee, and any other person relying in good faith on such instrument, notwithstanding any inconsistent provisions of the operating agreement, side agreements among the members or managers, by-laws or rules, resolutions or votes of the limited liability company.
MA Gen L ch 156c § 67 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156c - Limited Liability Company Act|Section 67 - Certification of Authority to Act for Limited Liability Company

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 amended, of a foreign limited liability company, as a manager or as a person who is authorized to execute any documents to be filed with the office of the state secretary, may certify as to the incumbency of any manager or member and as to the authority of any person, whether or not such person is identified on the certificate of organization or on the application for registration, to act for the limited liability company, including without limitation with respect to the matters referred to in section sixty-six, and any such certification shall be binding on the limited liability company in favor of a person relying in good faith on such certification, notwithstanding any inconsistent provisions of the operating agreement, side agreements among the members, the managers or both, by-laws or rules, resolutions or votes of the limited liability company.
MA Gen L ch 156c § 68 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156c - Limited Liability Company Act|Section 68 - Good Standing

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 the records of the said secretary to exist and has paid all fees then due to the secretary, and no certificate of cancellation has been filed by or with respect to the limited liability company. Upon the request of any person and payment of such fee as may be prescribed by law, the secretary of the commonwealth shall issue a certificate stating, in substance, as to any limited liability company meeting the requirements of this section, that such limited liability company appears from the records in his office to exist and to be in good standing and the identity of any and all managers and persons authorized to act with respect to real property instruments who are named in the certificate of organization of the limited liability company, as amended.
MA Gen L ch 156c § 70 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156c - Limited Liability Company Act|Section 70 - Administrative Dissolution; Notice; Wind Up and Liquidation of Affairs

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 years to comply with the laws requiring the filing of annual reports; or  (2) he is satisfied that the limited liability company 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 liability company 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 5. If, within 90 days after the notice, the limited liability company 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 liability company.  (c) A limited liability company 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 156c § 71 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156c - Limited Liability Company Act|Section 71 - Application for Reinstatement by Limited Liability Company Subject to Administrative Dissolution or Revocation of Authority to Transact Business

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 apply to the state secretary for reinstatement at any time. The application shall:  (1) recite the name of the limited liability company 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;  (3) state that the name of the limited liability company satisfies the requirements of section 3; provided, however, that if the state secretary determines that the application contains the full and correct information, he shall reinstate the limited liability company.
MA Gen L ch 156c § 72 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156c - Limited Liability Company Act|Section 72 - Revocation of Foreign Limited Liability Company's Authority to Transact Business in Commonwealth; Grounds; Notice; Effective Date

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:  (1) the limited liability company 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 liability company'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 liability company with written notice of his determination. The notice shall be sent to the address of the foreign limited liability company. If, within 90 days after the notice, the limited liability company fails to correct each ground for revocation or fails to demonstrate to the reasonable satisfaction of the state secretary that each ground determined by the secretary of state does not exist, the state secretary shall administratively revoke the authority of the foreign limited liability company to transact business in the commonwealth.  (c) The authority of the foreign limited liability company to transact business in the commonwealth shall cease on the date on which the state secretary makes such revocation effective.
MA Gen L ch 156d § 1.01 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 1.01 - Short Title

Section 1.01 SHORT TITLE  This chapter shall be known and may be cited as the ''Massachusetts Business Corporation Act''.
MA Gen L ch 156d § 1.02 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 1.02 - Reservation of Power to Amend or Repeal

Section 1.02. RESERVATION OF POWER TO AMEND OR REPEAL  The General Court of the commonwealth has power to amend or repeal all or part of this Act at any time and all domestic and foreign corporations subject to this Act are governed by the amendment or repeal.
MA Gen L ch 156d § 1.20 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 1.20 - Filing Requirements

Section 1.20. FILING REQUIREMENTS  (a) To be entitled to filing with the secretary of state, a document shall satisfy the requirements of this section, any other section of this chapter that adds to or varies from these requirements, any applicable forms or regulations promulgated by the secretary of state hereunder, and any other relevant laws or regulations of the commonwealth.  (b) This chapter shall require or permit the filing of the document in the office of the secretary of state.  (c) The document shall contain the information required by this chapter. The document may contain other information as well that is relevant to the business or affairs of the corporation.  (d) The document shall be typewritten, printed or in such other form as the secretary of state shall prescribe.  (e) The document shall be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.  (f) The document shall be executed:  (1) by the chairman of the board of directors of a domestic or foreign corporation, by its president, or by another of its officers;  (2) if directors have not been selected or the corporation has not been formed, by the incorporator or incorporators; or  (3) if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.  (g) The person executing the document shall sign it and state beneath or opposite his signature his name and the capacity in which he signs. The document may but need not contain any of: (1) the corporate seal, (2) an attestation, and (3) an acknowledgment or verification.  (h) The document shall be delivered to the office of the secretary of state for filing and shall be accompanied by one exact or conformed copy, except that no copy is required for filings under sections 5.02, 15.03, 15.08, 15.09 and 16.22, the correct filing fee and any payment or penalty required by this chapter or other law. The secretary of state may waive the requirement that an exact or conformed copy accompany any document submitted for filing, including documents submitted electronically.  (i) Electronic documents or transmissions may be filed with the secretary of state if and to the extent permitted by the secretary. The secretary of state may promulgate regulations regarding the procedures for electronic filings which shall supersede any inconsistent provisions of this chapter with respect to such filings.
MA Gen L ch 156d § 1.21 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 1.21 - Forms

Section 1.21. FORMS  (a) The secretary of state may prescribe and furnish on request forms for any documents to be filed under this chapter. If the secretary of state so requires, use of these forms is mandatory.  (b) The secretary of state may accept for filing a document that contains the information required by this chapter but that does not conform to a prescribed form, whether or not use of the form is mandatory.
MA Gen L ch 156d § 1.22 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XXII - Corporations|Chapter 156d - Business Corporations|Section 1.22 - Filing, Service and Copying Fees

Section 1.22. FILING, SERVICE AND COPYING FEES  The commissioner of administration shall issue regulations prescribing fees for the filing and copying of documents, the issuance of certificates and the handling of service of process under this chapter.