reglab/housing_qa huggingface dataset:
MA Gen L ch 108a § 47 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 108a - Partnerships|Section 47 - Recognition Outside Commonwealth

Section 47. (1) A partnership, including a registered limited liability partnership, formed and existing under an agreement governed by the laws of this commonwealth, may conduct its business, carry on its operations, and have and exercise the powers granted by this act in any state, territory, district, or possession of the United States or in any foreign country.  (2) It is the intent of this section that the legal existence of registered limited liability partnerships be recognized outside the boundaries of this commonwealth and that the laws of this commonwealth governing such registered limited liability partnerships doing business outside this commonwealth be granted the protection of full faith and credit under the Constitution of the United States.  (3) The internal affairs of partnerships, including registered limited liability partnerships, formed and existing under an agreement governed by the laws of this commonwealth, including the liability of partners for debts, obligations and liabilities of or chargeable to the partnership, shall be subject to and governed by the laws of this commonwealth.  (4) Subject to any statutes for the regulation and control of specific types of business, foreign registered limited liability partnerships may do business in this commonwealth and shall be required to register with the state secretary under this chapter in the same manner as a registered limited liability partnership.  (5) The name of a foreign registered limited liability partnership doing business in this commonwealth shall contain the words ''registered limited liability partnership'' or ''limited liability partnership'' or the abbreviation ''L.L.P.'' or ''LLP'' as the last words or letters of its name or such other similar words or abbreviation as may be required or authorized by the laws of the state where the partnership is registered.  (6) The internal affairs of foreign registered limited liability partnerships, including the liability of partners for debts, obligations and liabilities of or chargeable to the partnership, shall be subject to and governed by the laws of the jurisdiction in which the foreign registered limited liability partnership is registered.
MA Gen L ch 108a § 48 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 108a - Partnerships|Section 48 - Recordable Instruments Binding on Partnership

Section 48. 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 registered limited liability partnership by any partner who is identified on the registration of the limited liability partnership, as amended, filed with the secretary of the commonwealth as authorized to execute, acknowledge, deliver and record recordable instruments affecting interests in real property, shall be binding on the registered limited liability partnership in favor of a seller, purchaser, lessor, lessee, mortgagor, mortgagee, or other person relying in good faith on such instrument, notwithstanding any inconsistent provisions of the partnership agreement, side agreements among the partners, by-laws or rules, resolutions or votes of the registered liability partnership.
MA Gen L ch 108a § 49 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 108a - Partnerships|Section 49 - Certificate of Good Standing

Section 49. A registered limited liability partnership shall be deemed to be in good standing with the secretary of the commonwealth if such registered limited liability partnership appears from the records of said secretary to have been duly registered and has filed all annual reports and paid all fees then due to the secretary of the commonwealth, and the registration of the registered limited liability partnership has not been withdrawn or revoked pursuant to subsection (5) or (6) of section forty-five. Upon the request of any person and payment of such fee as may be prescribed by law, the state secretary shall issue a certificate stating, in substance, as to any registered limited liability partnership meeting the requirements of this section, that such registered limited liability partnership appears from the records in his office to exist and to be in good standing, and the identity of any and all partners authorized to act with respect to real property instruments who are named in the registration of the registered limited liability partnership, as amended.
MA Gen L ch 109 § 1 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 109 - Limited Partnership|Section 1 - Definitions

Section 1. As used in this chapter, the following words shall, unless the context clearly requires otherwise, have the following meanings:—  (1) ''Certificate of limited partnership'', the certificate referred to in section eight, and the certificate as amended or restated.  (2) ''Contribution'', any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his capacity as a partner.  (3) ''Event of withdrawal of a general partner'', an event that causes a person to cease to be a general partner as provided in section twenty-three.  (4) ''Foreign limited partnership'', a partnership formed under the laws of any state other than the commonwealth and having as partners one or more general partners and one or more limited partners.  (5) ''General partner'', a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner.  (6) ''Limited partner'', a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement.  (7) ''Limited partnership'' and ''domestic limited partnership'', a partnership formed by two or more persons under the laws of the commonwealth and having one or more general partners and one or more limited partners.  (8) ''Partner'', a limited or general partner.  (9) ''Partnership agreement'', any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business.  (10) ''Partnership interest'', a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.  (11) ''Person'', a natural person, partnership, limited partnership (domestic or foreign), trust, estate, association, or corporation.  (12) ''State'', a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico.
MA Gen L ch 109 § 1a (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 109 - Limited Partnership|Section 1a - Short Title

Section 1A. This chapter may be cited as the Uniform Limited Partnership Act.
MA Gen L ch 109 § 2 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 109 - Limited Partnership|Section 2 - Name of Limited Partnership; Requirements

Section 2. The name of each limited partnership as set forth in its certificate of limited partnership:  (1) shall contain without abbreviation the words ''limited partnership'';  (2) may not contain the name of a limited partner unless (i) it is also the name of a general partner or the corporate name of a corporate general partner, or (ii) the business of the limited partnership had been carried on under that name before the admission of that limited partner;  (3) may not contain any word or phrase indicating or implying that it is organized other than for a purpose stated in its certificate of limited partnership;  (4) may not be the same as, or deceptively similar to, the name of any corporation or limited partnership organized under the laws of the commonwealth or licensed or registered as a foreign corporation or limited partnership in the commonwealth, except with the written consent of said corporation or limited partnership previously filed with the secretary of state.
MA Gen L ch 109 § 3 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 109 - Limited Partnership|Section 3 - Reservation of Name

Section 3. (a) The exclusive right to the use of a name may be reserved by:  (1) any person intending to organize a limited partnership under this chapter and to adopt such name;  (2) any domestic limited partnership or any foreign limited partnership registered in the commonwealth which, in either case, intends to adopt such name;  (3) any foreign limited partnership intending to register in the commonwealth and adopt such name; and  (4) any person intending to organize a foreign limited partnership and intending to have it registered in the commonwealth and adopt such name.  (b) The reservation shall be made by filing with the secretary of state an application, executed by the applicant and accompanied by the requisite fee, to reserve a specified name. If the secretary of state finds such name is available for use by a domestic or foreign limited partnership, he shall reserve the name for the exclusive use of the applicant for a period of 60 days. The secretary of state may extend the reservation for an additional 60 days upon written request of the applicant accompanied by the requisite fee. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the office of the secretary of state a notice of the transfer, executed by the applicant for whom the name was reserved, specifying the name and the address of the transferee and accompanied by the requisite fee.
MA Gen L ch 109 § 4 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 109 - Limited Partnership|Section 4 - Office and Agent for Service of Process

Section 4. Each limited partnership shall continuously maintain in the commonwealth:  (1) an office, which may, but need not be a place of its business in the commonwealth, at which shall be kept the records required by section five to be maintained; and  (2) an agent for service of process on the limited partnership, which agent must be an individual resident of the commonwealth, a domestic corporation, or a foreign corporation authorized to do business in the commonwealth.
MA Gen L ch 109 § 4a (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 109 - Limited Partnership|Section 4a - Certificate of Change of Resident Agent or Address of Resident Agent; Change of Address of Limited Partnership Business Office; Resignation

Section 4A. (a) A limited partnership may change its resident agent or the street address of the resident agent by filing a certificate of change of agent or address with the state secretary. The statement shall contain the following information:  (1) the name of the limited partnership;  (2) the name and street address of its current resident agent;  (3) if the current resident agent is to be changed, the name and street address of the new resident agent and the new agent's written consent, either on the statement or attached to it, to the appointment; and  (4) if the street address of the business office of the resident agent is to be changed, the new street address of the business office of the resident agent.  (b) If a resident agent changes the street address of his business office, he may change the street address of the business office of any limited partnership for which he is resident agent by notifying the limited partnership in writing of the change and signing, manually or by facsimile, and delivering to the state secretary for filing a statement of change that complies with the requirements of subsection (a) and recites that the limited partnership has been notified of the change. If the street address of more than 1 limited partnership is being changed at the same time, there may be included in a single certificate the names of all limited partnerships the street addresses of the business offices of which are being changed.  (c) Any resident may resign his agency appointment by signing and delivering to the state secretary a certificate of resignation. The resident agent shall furnish a copy of such statement to the limited partnership. The agency appointment shall be terminated on the thirty-first day following the date on which the statement was filed.
MA Gen L ch 109 § 5 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 109 - Limited Partnership|Section 5 - Records

Section 5. (a) Each limited partnership shall keep at the office referred to in clause (1) of section four the following:  (1) a current list of the full name and last known business address of each partner, separately identifying in alphabetical order the general partners and the limited partners;  (2) a copy of the certificate of limited partnership and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed;  (3) copies of the limited partnership's federal, state, and local income tax returns and reports, if any, for the three most recent years;  (4) copies of any then effective written partnership agreements and of any financial statements of the limited partnership for the three most recent years; and  (5) unless contained in a written partnership agreement, a writing setting out:  (i) the amount of cash and a description and statement of the agreed value of the other property or services contributed by each partner and which each partner has agreed to contribute;  (ii) the times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made;  (iii) any right of a partner to receive, or of a general partner to make distributions to a partner which include a return of all or any part of the partner's contribution; and  (iv) any events upon the happening of which the limited partnership is to be dissolved and its affairs closed.  (b) Records kept under this section shall be subject to inspection and copying at the reasonable request and at the expense of any partner during ordinary business hours.  (c) The current list of names and addresses of the limited partners shall be made available to the secretary of state within five business days of receipt of a written request by said secretary or by the director of the securities division of the secretary of state's office stating that such information is required in connection with an investigatory or enforcement proceeding.
MA Gen L ch 109 § 6 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 109 - Limited Partnership|Section 6 - Business of Partnership

Section 6. A limited partnership may carry on any business that a partnership without limited partners may carry on.
MA Gen L ch 109 § 7 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 109 - Limited Partnership|Section 7 - Partners Transacting Business With Partnership

Section 7. Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner.
MA Gen L ch 109 § 8 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 109 - Limited Partnership|Section 8 - Certificate

Section 8. (a) In order to form a limited partnership a certificate of limited partnership shall be executed. The certificate shall be filed in the office of the secretary of state and shall set forth:  (1) the name of the limited partnership;  (2) the general character of its business;  (3) the address of the office and the name and address of the agent for service of process required to be maintained by section 4; provided, however, that the agent's written consent to the appointment as agent shall be either in the certificate or attached to it;  (4) the name and the business address of each general partner;  (5) the latest date upon which the limited partnership is to dissolve; and  (6) any other matters the general partners determine to include therein.  (b) A limited partnership is formed at the time of the filing of the certificate of limited partnership in the office of the secretary of state or at any later time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section.
MA Gen L ch 109 § 9 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 109 - Limited Partnership|Section 9 - Amendment to Certificate

Section 9. (a) A certificate of limited partnership is amended by filing a certificate of amendment thereto in the office of the secretary of state. The certificate of amendment shall set forth:  (1) the name of the limited partnership;  (2) the date of filing the certificate; and  (3) the amendment to the certificate.  (b) Within thirty days after the happening of any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed:  (1) the admission of a new general partner;  (2) the withdrawal of a general partner; or  (3) the continuation of the business under section forty-four after an event of withdrawal of a general partner.  (c) A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any arrangements or other facts described have changed, making the certificate inaccurate in any respect, shall promptly amend the certificate.  (d) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.  (e) No person has any liability because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of any event referred to in subsection (b) if the amendment is filed within the thirty-day period specified in subsection (b).  (f) A restated certificate of a limited partnership may be executed and filed in the same manner as a certificate of amendment.
MA Gen L ch 109 § 10 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 109 - Limited Partnership|Section 10 - Cancellation of Certificate

Section 10. A certificate of limited partnership shall be cancelled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation shall be filed in the office of the secretary of state and set forth:  (1) the name of the limited partnership;  (2) the date of filing of its certificate of limited partnership;  (3) the reason for filing the certificate of cancellation;  (4) the effective date, which shall be a date certain, of cancellation if it is not to be effective upon the filing of the certificate; and  (5) any other information the general partners filing the certificate determine.
MA Gen L ch 109 § 11 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 109 - Limited Partnership|Section 11 - Execution of Certificates

Section 11. (a) Each certificate required by sections eight to sixteen, inclusive, to be filed in the office of the secretary of state shall be executed in the following manner:  (1) an original certificate of limited partnership must be signed by all general partners;  (2) a certificate of amendment must be signed by at least one general partner and by each other general partner designated in the certificate as a new general partner; and  (3) a certificate of cancellation must be signed by all general partners.  (b) Any person may sign a certificate by an attorney-in-fact, but a power of attorney to sign a certificate relating to the admission of a general partner must specifically describe the admission.  (c) The execution of a certificate by a general partner constitutes an affirmation under the penalties of perjury that the facts stated therein are true.
MA Gen L ch 109 § 12 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 109 - Limited Partnership|Section 12 - Execution of Certificate Ordered by Court

Section 12. If a person required by section eleven to execute a certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the superior court department of the trial court to direct the execution of the certificate. If the court finds that it is proper for the certificate to be executed and that any person so designated has failed or refused to execute the certificate, it shall order the secretary of state to record an appropriate certificate.
MA Gen L ch 109 § 13 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 109 - Limited Partnership|Section 13 - Filing of Certificates

Section 13. (a) Two signed copies of the certificate of limited partnership and of any certificates of amendment or cancellation, or of any judicial decree of amendment or cancellation, shall be delivered to the secretary of state. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of his authority as a prerequisite to filing. Unless the secretary of state finds that any certificate does not conform to law, upon receipt of all filing fees required by law he shall:  (1) endorse on each duplicate original the word ''filed'' and the day, month and year of the filing thereof;  (2) file one duplicate original in his office; and  (3) return the other duplicate original to the person who filed it or his representative.  (b) Upon the filing of a certificate of amendment, or judicial decree of amendment, in the office of the secretary of state, the certificate of limited partnership shall be amended as set forth therein, and upon the effective date of a certificate of cancellation, or a judicial decree thereof, the certificate of limited partnership is cancelled.
MA Gen L ch 109 § 14 (2021)
2021 Massachusetts General Laws|Part I - Administration of the Government|Title XV - Regulation of Trade|Chapter 109 - Limited Partnership|Section 14 - False Statements in Certificates; Damages

Section 14. If any certificate of limited partnership or certificate of amendment or cancellation contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from:  (1) any person who executes the certificate, or causes another to execute it on his behalf, and knew, and any general partner who knew or should have known, the statement to be false at the time the certificate was executed; and  (2) any general partner who thereafter knows or should have known that any arrangement or other fact described in the certificate has changed, making the statement inaccurate in any respect within a sufficient time before the statement was relied upon reasonably to have enabled that general partner to cancel or amend the certificate, or to file a petition for its cancellation or amendment under section twelve.