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2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 16 - Failure or Refusal to Execute Certificate

Section 16. (a) If a person required to execute a certificate required by this chapter 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 the execution of the certificate is proper and that any person so designated has failed or refused to execute the certificate, it shall order the state secretary to record an appropriate certificate.
(b) If a person required to execute an operating agreement or amendment thereto fails or refuses to do so, any 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 operating agreement or amendment thereto. If the court finds that the operating agreement or amendment thereto should be executed and that any person required to execute the operating agreement or amendment thereto has failed or refused to do so, it shall enter an order granting appropriate relief.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 17 - Filing of Certificate With State Secretary

Section 17. (a) The original signed copy of the certificate of organization and of any certificates of amendment or cancellation or of any judicial decree of amendment or cancellation, and of any certificate of consolidation or merger or conversion and of any restated certificate shall be delivered to the state secretary, together with a duplicate copy which may be a photocopy or a duplicate original. A person who executes a certificate as an attorney-in-fact or fiduciary shall not be required to exhibit evidence of his authority as a prerequisite to filing. Any certificate authorized to be filed with the state secretary under any provision of this chapter shall be originally signed except as otherwise required by this chapter or permitted from time to time by the state secretary. Unless the state secretary finds that any certificate does not conform to law, he shall:
(1) confirm that the certificate of organization, the certificate of amendment, the certificate of cancellation or of any judicial decree of amendment or cancellation, the certificate of consolidation or merger or the restated certificate has been filed in his office by endorsing upon the original certificate and the duplicate certificate the word ''filed'', and the date and time of the filing. Said endorsement shall be conclusive of the date and time of its filing in the absence of actual fraud;
(2) file the endorsed certificate; and
(3) return to the person who filed it or his representative the duplicate copy of the original signed instrument, similarly endorsed.
(b) Upon the filing of a certificate of amendment or judicial decree of amendment or restated certificate in the office of the state secretary, or upon the effective date of a certificate of amendment or judicial decree thereto or restated certificate, as provided for therein, the certificate of organization shall be amended or restated as set forth therein. Upon the filing of a certificate of cancellation or a judicial decree thereof, or a certificate of consolidation or merger which acts as a certificate of cancellation, or upon the effective date of a certificate of cancellation or a judicial decree thereof or of a certificate of consolidation or merger which acts as a certificate of cancellation, as provided for therein, said certificate of organization shall be cancelled.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 18 - Filing of Certificate as Notice

Section 18. The fact that a certificate of organization is on file in the office of the state secretary shall be notice that the entity formed in connection with the filing of the certificate of organization is a limited liability company formed under the laws of the commonwealth and shall be notice of all other facts set forth therein which are required to be set forth in a certificate of organization by section twelve.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 20 - Admission as Member of Limited Liability Company

Section 20. (a) In connection with the formation of a limited liability company, a person acquiring a limited liability company interest is admitted as a member of the limited liability company upon the later to occur of:
(1) the formation of the limited liability company; or
(2) the time provided in and upon compliance with the operating agreement or, if the operating agreement does not so provide, when the person's admission is reflected in the records of the limited liability company.
(b) After the formation of a limited liability company, a person acquiring a limited liability company interest is admitted as a member of the limited liability company:
(1) in the case of a person acquiring a limited liability company interest directly from the limited liability company, at the time provided in and upon compliance with a written operating agreement or, if a written operating agreement does not so provide, upon the consent of all members; or
(2) in the case of an assignee of a limited liability company interest, as provided in section forty-one.
(c) A person may be admitted to a limited liability company as a member and may receive an interest in the limited liability company without making a contribution or being obligated to make a contribution to the limited liability company.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 21 - Rights, Powers and Duties of Classes or Groups of Members

Section 21. (a) An operating agreement may provide for classes or groups of members having such relative rights, powers and duties as the operating agreement may provide, and may make provision for the future creation in the manner provided in the operating agreement of additional classes or groups of members having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes and groups of members. An operating agreement may provide for the taking of an action, including the amendment of the operating agreement, without the vote or approval of any member or class or group of members, including an action to create under the provisions of the operating agreement a class or group of limited liability company interests that was not previously outstanding.
(b) An operating agreement may grant to all or certain identified members or a specified class or group of the members the right to vote separately or with all or any class or group of the members or managers, on any matter. Voting by members may be on a per capita, number, financial interest, class group or any other basis.
(c) An operating agreement which grants members a right to vote may set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on by any members, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote.
(d) If an operating agreement does not provide for the voting rights of members, the decision of members who own more than fifty percent of the unreturned contributions to the limited liability company determined in accordance with section twenty-nine shall be controlling.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 22 - Debts, Obligations and Liabilities of Limited Liability Company

Section 22. Except as otherwise provided by this chapter, the debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the limited liability company; and no member or manager of a limited liability company shall be personally liable, directly or indirectly, including, without limitation, by way of indemnification, contribution, assessment or otherwise, for any such debt, obligation or liability of the limited liability company solely by reason of being a member or acting as a manager of the limited liability company.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 24 - Management of Limited Liability Company

Section 24. (a) Unless otherwise provided in the operating agreement, the management of a limited liability company shall be vested in its members. An operating agreement may provide for the management, in whole or in part, of a limited liability company by one or more managers, who shall hold office and have the duties set forth in the operating agreement. Subject to section thirty-seven, a manager shall cease to be a manager as provided in the operating agreement.
(b) If a limited liability company has at least 1 manager, then unless otherwise provided in the operating agreement, the manager shall manage and control the limited liability company and no member shall manage or control the limited liability company. If a limited liability company has no manager then, unless otherwise provided in the operating agreement, the members shall manage and control the limited liability company.
(c) If a limited liability company has at least 1 manager then, unless otherwise provided in the operating agreement, each manager may execute documents and act for the limited liability company and no member shall execute documents or act for the limited liability company. If a limited liability company has no manager then, unless otherwise provided in the operating agreement, each member may execute documents and act for the limited liability company.
(d) Unless otherwise provided in the operating agreement, a member or manager of a limited liability company may delegate some or all of such member's or manager's rights and powers to execute documents and act for and manage and control the business and affairs of the limited liability company, including delegating to agents and employees of a member or manager of the limited liability company, and delegating by a management agreement or another agreement with, or otherwise to, other persons. Unless otherwise provided in the operating agreement, such delegation by a member or manager of a limited liability company shall not cause the member or manager to cease to be a member or manager, as the case may be, of the limited liability company.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 26 - Relative Rights, Duties and Powers of Classes or Groups of Managers

Section 26. (a) An operating agreement may provide for classes or groups of managers having such relative rights, powers and duties as the operating agreement may provide, and may make provision for the future creation in the manner provided in the operating agreement of additional classes or groups of managers having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes and groups of managers. An operating agreement may provide for the taking of an action, including the amendment of the operating agreement, without the vote or approval of any manager or class or group of managers.
(b) The operating agreement may grant to all or certain identified managers or a specified class or group of the managers the right to vote, separately or with all or any class or group of managers or members, on any matter. Voting by managers may be on a per capita, number, financial interest, class, group or any other basis.
(c) An operating agreement which grants managers a right to vote may set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on by any manager or class or group of managers, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote.
(d) If an operating agreement does not provide for the voting rights of managers, the decision of a majority in number of the managers shall be controlling.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 28 - Members' Obligations to Limited Liability Company

Section 28. (a) Except as provided in a written operating agreement, a member is obligated to a limited liability company to perform any promise to contribute cash or property or to perform services, even if he is unable to perform because of death, disability or any other reason. If a member does not make the required contribution of property or services, he is obligated at the option of the limited liability company to contribute cash equal to that portion of the agreed value as stated in the records of the limited liability company of the contribution that has not been made. The foregoing option shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the limited liability company may have against such member under an operating agreement or applicable law.
(b) Unless otherwise provided in a written operating agreement, the obligation of a member to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the members. Notwithstanding the compromise, a creditor of a limited liability company who extends credit, after the entering into of the operating agreement or an amendment thereto which, in either case, reflects the obligation, and before the amendment thereof to reflect the compromise, may enforce the original obligation to the extent that, in extending credit, the creditor reasonably relied on the obligation of a member to make a contribution or return. A conditional obligation of a member to make a contribution or return money or other property to a limited liability company may not be enforced unless the conditions of the obligation have been satisfied or waived as to or by such member. Conditional obligations include contributions payable upon a discretionary call of a limited liability company prior to the time the call occurs.
(c) An operating agreement may provide that the interest of a member who fails to make any contribution or other payment that the member is required to make shall be subject to specified remedies for, or specified consequences of, the failure. The remedy or consequence may take the form of reducing the defaulting member's interest in the limited liability company, subordinating the defaulting member's interest in the limited liability company to that of the nondefaulting members, a forced sale of the interest in the limited liability company, forfeiture of the interest in the limited liability company, the lending by the nondefaulting members of the amount necessary to meet the commitment, a fixing of the value of the member's interest in the limited liability company by appraisal or by formula and redemption and sale of the member's interest in the limited liability company at that value, or other remedy or consequences.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 29 - Allocation of Profits and Losses

Section 29. (a) The profits and losses of a limited liability company shall be allocated among the members, and among classes or groups of members, in the manner provided in the operating agreement. If an operating agreement does not so provide, profits and losses shall be allocated on the basis of the agreed value as stated in the records of the limited liability company of the contributions of each member to the extent they have been received by the limited liability company and have not been returned.
(b) For purposes of this chapter, a member receives a return of his contribution to the extent that a distribution to him reduces his share of the fair value of the net assets of the limited liability company below the value, as set forth in the records required to be kept under this chapter, of his contribution which has not been distributed to him.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 30 - Distributions of Cash or Other Assets

Section 30. Distributions of cash or other assets of a limited liability company shall be allocated among the members, and among classes or groups of members, in the manner provided in the operating agreement. If the operating agreement does not so provide, distributions shall be made on the basis of the agreed value as stated in the records of the limited liability company of the contributions of each member to the extent they have been received by the limited liability company and have not been returned.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 31 - Entitlement to Distributions

Section 31. Except as provided in sections thirty-two and forty-six, a member is entitled to receive distributions from a limited liability company only to the extent and at the times or upon the happening of the events specified in the operating agreement or, if the operating agreement does not so specify, as determined by the members or managers pursuant to section twenty-one or section twenty-six.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 32 - Distribution to Resigning Member

Section 32. Upon resignation, a resigning member is entitled to receive any distribution to which he is entitled upon resignation under a written operating agreement. If not otherwise provided in a written operating agreement, a resigning member is entitled to receive, within a reasonable time after resignation, the fair value of his limited liability company interest as of the date of resignation based upon his right to share in distributions from the limited liability company.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 33 - Form of Distribution on Demand; Acceptance of Distribution of Assets

Section 33. Except as provided in a written operating agreement, a member, regardless of the nature of his contribution, has no right to demand and receive any distribution from a limited liability company in any form other than cash. Except as provided in a written operating agreement, a member may not be compelled to accept a distribution of any asset in kind from a limited liability company to the extent that the percentage of the asset distributed to him exceeds a percentage of the asset which is equal to the percentage in which he shares in distributions from the limited liability company.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 34 - Entitlement to Creditor Remedies

Section 34. Except as provided in the operating agreement, and subject to section forty-six, at the time a member becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution. An operating agreement may provide for the establishment of a record date with respect to allocations and distributions by a limited liability company.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 35 - Liability for Distribution in Excess of Terms of Operating Agreement

Section 35. (a) A member or manager who votes for or assents to a distribution in violation of the operating agreement shall be personally liable to the limited liability company for the amount of the distribution that exceeds what could have been distributed without violating the operating agreement.
(b) Each member or manager held liable under subsection (a) for an unlawful distribution is entitled to contribution:
(1) from each other member or manager who could be held liable under said subsection (a) for the unlawful distribution; and
(2) from each member for the amount the member received knowing that the distribution was made in violation of the operating agreement.
(c) A proceeding under this section is barred unless it is commenced within two years after the date of the distribution.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 36 - Resignation of Member

Section 36. A member may resign as a member of a limited liability company at the time or upon the happening of events specified in the operating agreement and in accordance with the operating agreement. An operating agreement may provide that a member shall not have the right to resign as a member of a limited liability company. Regardless of whether an operating agreement provides that a member does not have the right to resign as a member of a limited liability company, a member may resign as a member of a limited liability company upon not less than six months' prior written notice to the limited liability company at its office in the commonwealth as set forth in the certificate of organization filed in the office of the state secretary and to each other member and each manager at each other member's and each manager's address as set forth on the records of the limited liability company as of the date of the notice. If the resignation of a member violates the operating agreement, in addition to any remedies otherwise available under applicable law, a limited liability company may recover from the resigning member damages for breach of the operating agreement and offset the damages against any amounts otherwise distributable to the resigning member.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 37 - Resignation of Manager

Section 37. A manager may resign as a manager of a limited liability company at the time or upon the happening of events specified in the operating agreement and in accordance with the operating agreement. An operating agreement may provide that a manager shall not have the right to resign as a manager of a limited liability company. Regardless of whether the operating agreement provides that a manager does not have the right to resign as a manager of a limited liability company, a manager may resign as a manager of a limited liability company at any time upon prior written notice to each member and each other manager at each member's and each other manager's address as set forth on the records of the limited liability company as of the date of the notice. If the resignation of a manager violates the operating agreement, in addition to any remedies otherwise available under applicable law, a limited liability company may recover from the resigning manager damages for breach of the operating agreement and offset the damages against any amounts otherwise distributable to the resigning manager.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 40 - Judgment Against Member Payable With Interest in Limited Liability Company

Section 40. On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge the limited liability company interest of the member with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the limited liability company interest. This chapter does not deprive any member of the benefit of any exemption laws applicable to his limited liability company interest.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 41 - Membership of Assignee

Section 41. (a) An assignee of a limited liability company interest may become a member:
(1) upon the approval of all of the members of the limited liability company other than the member assigning the limited liability company interest; or
(2) upon compliance with any procedure provided for in a written operating agreement.
(b) An assignee who has become a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under the operating agreement and this chapter. Notwithstanding the foregoing, unless otherwise provided in the operating agreement, an assignee who becomes a member is liable for the obligations of his assignor to make contributions as provided in section twenty-eight, but shall not be liable for the obligations of his assignor under section thirty-five. However, the assignee is not obligated for liabilities, including the obligations of his assignor to make contributions as provided in section twenty-eight, unknown to the assignee at the time he became a member and which could not be ascertained from the operating agreement.
(c) Whether or not an assignee of a limited liability company interest becomes a member, the assignor is not released from his liability to a limited liability company under sections thirty-one to thirty-seven, inclusive.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 42 - Death or Incompetence of Member

Section 42. Unless otherwise provided in the operating agreement, if a member who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the member's executor, administrator, guardian, conservator or other legal representative may exercise all of the member's rights for the purpose of settling his estate or administering his property, including any power under the operating agreement of an assignee to become a member. Unless otherwise provided in an operating agreement, if a member is a corporation, trust or other entity and is dissolved or terminated, the powers of that member may be exercised by its legal representative or successor.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 43 - Dissolution of Limited Liability Company

Section 43. A limited liability company is dissolved and its affairs shall be wound up upon the first to occur of the following:
(1) the time specified in the operating agreement;
(2) the happening of an event as specified in the operating agreement;
(3) the written consent of all members;
(4) with respect to a limited liability company formed prior to January 1, 1997, except as provided in a written operating agreement, the death, insanity, retirement, resignation, expulsion, bankruptcy or dissolution of a member or the occurrence of any other event which terminates the membership of a member in the limited liability company unless the business of the limited liability company is continued either by the consent of all the remaining members within ninety days following the occurrence of any such event or pursuant to a right to continue stated in a written operating agreement; or
(5) the entry of a decree of judicial dissolution under section forty-four.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 44 - Court-Decreed Dissolution

Section 44. On application by or for a member or manager the superior court department of the trial court may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on its business in conformity with the certificate of organization or the operating agreement.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 45 - Winding Up Affairs of Dissolved Limited Liability Company

Section 45. (a) Unless otherwise provided in an operating agreement, a manager who has not wrongfully dissolved a limited liability company or, if none, the members or a person approved by the members pursuant to the operating agreement, or if there is no operating agreement, pursuant to section twenty-one, may wind up the limited liability company's affairs; but the superior court department of the trial court, upon cause shown, may wind up the limited liability company's affairs upon application of any member or manager, his legal representative or assignee, and in connection therewith, may appoint a liquidating trustee.
(b) Upon dissolution and notwithstanding the filing of a certificate of cancellation pursuant to section 14, a limited liability company may continue its existence but shall not carry on any business except as necessary to wind up its affairs or distribute its assets which may include, but shall not be limited to, prosecuting and defending suits, whether civil, criminal or administrative, gradually settling and closing the limited liability company's business, disposing of and conveying the limited liability company's property, discharging or making reasonable provision for the limited liability company's liabilities and distributing to members any remaining assets of the limited liability company, without affecting the liability of members and managers and without imposing liability on a liquidating trustee.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 46 - Distribution of Assets of Limited Liability Company Following Dissolution

Section 46. (a) Upon the winding up of a limited liability company, the assets shall be distributed as follows:
(1) to creditors, including members and managers who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the limited liability company, whether by payment or the making of reasonable provision for payment thereof, other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to members under section thirty-one or section thirty-two;
(2) unless otherwise provided in the operating agreement, to members and former members in satisfaction of liabilities for distributions under section thirty-one or section thirty-two; and
(3) unless otherwise provided in the operating agreement, to members first for the return of their contributions and second respecting their limited liability company interests, in the proportions in which the members share in distributions.
(b) A limited liability company which has dissolved shall pay or make reasonable provision to pay all claims and obligations, including all contingent, conditional or unmatured claims and obligations, known to the limited liability company and all claims and obligations which are known to the limited liability company but for which the identity of the claimant is unknown. If there are sufficient assets, such claims and obligations shall be paid in full and any such provision for payment made shall be made in full. If there are insufficient assets, such claims and obligations shall be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available therefor. Unless otherwise provided in an operating agreement, any remaining assets shall be distributed as provided in this chapter. Any liquidating trustee winding up a limited liability company's affairs who has complied with this section shall not be personally liable to the claimants of the dissolved limited liability company by reason of such person's actions in winding up the limited liability company.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 47 - Laws Applicable to Foreign Limited Liability Company

Section 47. A foreign limited liability company shall not do any business in the commonwealth which is prohibited to a limited liability company organized under this chapter. A member, manager or other agent of a foreign limited liability company shall be subject to the liabilities, and shall have the defenses, with respect to the limited liability company, 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, a foreign limited liability company's organization and internal affairs and the liability of its members and managers shall be governed by the laws of the jurisdiction under which it is organized. A foreign limited liability company may not be denied registration by reason of any difference between such laws and the laws of the commonwealth.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 49 - Duties of State Secretary With Respect to Foreign Limited Liability Companies

Section 49. The state secretary shall examine and endorse his approval on the application for registration if the business of the foreign limited liability company is not prohibited by law to a limited liability company formed under this chapter and if the state secretary determines that the application complies with section forty-eight. Upon such approval, the application shall be deemed to be filed with the state secretary and the foreign limited liability company shall be deemed to be registered to do business in the commonwealth. The state secretary shall keep the records and have the other duties with respect to foreign limited liability companies as provided in subsection (c) of section 15.03 of subdivision A of Part 15 of chapter 156D.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 50 - Name of Foreign Limited Liability Company

Section 50. A foreign limited liability company may register with the state secretary 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 liability company organized under this chapter.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 51 - Resident Agent for Service of Process on Foreign Limited Liability Company

Section 51. Each foreign limited liability company 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 liability company 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.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 52 - Correction or Amendment of Application for Registration of Foreign Limited Liability Company

Section 52. If any statement in the application for registration of a foreign limited liability company was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited liability company shall promptly file in the office of the state secretary a certificate, signed and sworn to by an authorized person, correcting or amending such statement.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 53 - Cancellation of Registration of Foreign Limited Liability Company

Section 53. The registration of a foreign limited liability company doing business in the commonwealth shall be canceled in the manner and at such times as are provided in section fourteen, except that the certificate of cancellation required under section fourteen shall, in addition to the information required thereunder, set forth either that all taxes and fees owed the commonwealth have been paid or provided for or that such foreign limited liability company has no assets. A foreign limited liability company doing business in this commonwealth may withdraw from the commonwealth by submitting to the state secretary a certificate of withdrawal, in such form as said state secretary shall require, signed and sworn to by an authorized person, stating:
(1) the name of such foreign limited liability company and, if different, the name under which it is registered and doing business in the commonwealth;
(2) the address of the principal office of such foreign limited liability company;
(3) the address of the principal office in the commonwealth of such foreign limited liability company, if any, and the name and business address of its resident agent in the commonwealth;
(4) that such foreign limited liability company is not doing business in the commonwealth; and
(5) that all taxes and fees owed the commonwealth have been paid or provided for.
The state secretary shall examine and endorse his approval on the certificate of withdrawal if he determines that the certificate complies with this section. Upon such approval, the certificate of withdrawal shall be deemed to be filed with the state secretary.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 56 - Suits on Behalf of Limited Liability Company

Section 56. Except as otherwise provided in a written operating agreement, suit on behalf of the limited liability company may be brought in the name of the limited liability company by:
(a) any member or members of a limited liability company, whether or not the operating agreement vests management of the limited liability company in one or more managers, who are authorized to sue by the vote of members who own more than fifty percent of the unreturned contributions to the limited liability company determined in accordance with section twenty-nine; provided, however, that in determining the vote so required, the vote of any member who has an interest in the outcome of the suit that is adverse to the interest of the limited liability company shall be excluded; or
(b) any manager or managers of a limited liability company, if the operating agreement vests management of the limited liability company in one or more managers, who are authorized to sue by the vote of a majority in number of the managers; provided, however, that, in determining the vote so required, the vote of any manager who has an interest in the outcome of the suit that is adverse to the interest of the limited liability company shall be excluded.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.