reglab/statecodes huggingface dataset:
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 108a - Partnerships › Section 25 - Ownership of Specific Partnership Property; Tenancy in Partnership; Incidents of Tenancy

Section 25. (1) A partner is co-owner with his partners of specific partnership property holding as a tenant in partnership.
(2) The incidents of this tenancy are such that:
(a) A partner, subject to the provisions of this chapter and to any agreement between the partners, has an equal right with his partners to possess specific partnership property for partnership purposes; but he has no right to possess such property for any other purpose without the consent of his partners.
(b) A partner's right in specific partnership property is not assignable except in connection with the assignment of the rights of all the partners in the same property.
(c) A partner's right in specific partnership property is not subject to attachment or execution, except on a claim against the partnership. When partnership property is attached for a partnership debt the partners, or any of them, or the representatives of a deceased partner, cannot claim any right under the homestead or exemption laws.
(d) On the death of a partner his right in specific partnership property vests in the surviving partner or partners, except where the deceased was the last surviving partner, when his right in such property vests in his legal representative. Such surviving partner or partners, or the legal representative of the last surviving partner, has no right to possess the partnership property for any but a partnership purpose.
(e) A partner's right in specific partnership property is not subject to dower, curtesy, or allowances to widows, heirs, or next of kin.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 108a - Partnerships › Section 27 - Conveyance of Interest in Partnership; Rights of Assignee

Section 27. (1) A conveyance by a partner of his interest in the partnership does not of itself dissolve the partnership, nor, as against the other partners in the absence of agreement, entitle the assignee, during the continuance of the partnership, to interfere in the management or administration of the partnership business or affairs, or to require any information or account of partnership transactions, or to inspect the partnership books; but it merely entitles the assignee to receive in accordance with his contract the profits to which the assigning partner would otherwise be entitled.
(2) In case of a dissolution of the partnership, the assignee is entitled to receive his assignor's interest and may require an account from the date only of the last account agreed to by all the partners.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 108a - Partnerships › Section 28 - Creditor's Remedy to Reach Partner's Interest in Partnership

Section 28. (1) On due application to the superior court by any judgment creditor of a partner, such court may charge the interest of the debtor partner with payment of the unsatisfied amount of such judgment debt with interest thereon; and may then or later appoint a receiver of his share of the profits, and of any other money due or to fall due to him in respect of the partnership, and make all other orders, directions, accounts and inquiries which the debtor partner might have made, or which the circumstances of the case may require.
(2) The interest charged may be redeemed at any time before foreclosure, or in case of a sale being directed by the court may be purchased without thereby causing a dissolution:
(a) With separate property, by any one or more of the partners, or
(b) With partnership property, by any one or more of the partners with the consent of all the partners whose interests are not so charged or sold.
(3) Nothing in this chapter shall be held to deprive a partner of his right, if any, under the exemption laws, as regards his interest in the partnership.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 108a - Partnerships › Section 31 - Causes of Dissolution

Section 31. Dissolution is caused:
(1) Without violation of the agreement between the partners,
(a) By the termination of the definite term or particular undertaking specified in the agreement,
(b) By the express will of any partner when no definite term or particular undertaking is specified,
(c) By the express will of all the partners who have not assigned their interests or suffered them to be charged for their separate debts, either before or after the termination of any specified term or particular undertaking,
(d) By the expulsion of any partner from the business bona fide in accordance with such a power conferred by the agreement between the partners;
(2) In contravention of the agreement between the partners, where the circumstances do not permit a dissolution under any other provision of this section, by the express will of any partner at any time;
(3) By any event which makes it unlawful for the business of the partnership to be carried on or for the members to carry it on in partnership;
(4) By the death of any partner;
(5) By the bankruptcy of any partner or the partnership;
(6) By decree of court under section thirty-two.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 108a - Partnerships › Section 32 - Decree of Dissolution

Section 32. (1) On application by or for a partner the court shall decree a dissolution whenever:
(a) A partner has been declared a lunatic in any judicial proceeding or is shown to be of unsound mind,
(b) A partner becomes in any other way incapable of performing his part of the partnership contract,
(c) A partner has been guilty of such conduct as tends to affect prejudicially the carrying on of the business,
(d) A partner wilfully or persistently commits a breach of the partnership agreement, or otherwise so conducts himself in matters relating to the partnership business that it is not reasonably practicable to carry on the business in partnership with him,
(e) The business of the partnership can only be carried on at a loss,
(f) Other circumstances render a dissolution equitable.
(2) On the application of the purchaser of a partner's interest under section twenty-seven or twenty-eight:
(a) After the termination of the specified term or particular undertaking,
(b) At any time if the partnership was a partnership at will when the interest was assigned or when the charging order was issued.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 108a - Partnerships › Section 33 - Effect of Dissolution on Partner's Authority

Section 33. Except so far as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all authority of any partner to act for the partnership,
(1) With respect to the partners,
(a) When the dissolution is not by the act, bankruptcy or death of a partner; or
(b) When the dissolution is by such act, bankruptcy or death of a partner, in cases where section thirty-four so requires;
(2) With respect to persons not partners, as declared in section thirty-five.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 108a - Partnerships › Section 34 - Dissolution by Act, Death or Bankruptcy; Liability to Co-Partners

Section 34. Where the dissolution is caused by the act, death or bankruptcy of a partner, each partner is liable to his co-partners for his share of any liability created by any partner acting for the partnership as if the partnership had not been dissolved unless
(a) The dissolution being by act of any partner, the partner acting for the partnership had knowledge of the dissolution; or
(b) The dissolution being by the death or bankruptcy of a partner, the partner acting for the partnership had knowledge or notice of the death or bankruptcy.
(c) The liability is for a debt, obligation, or liability for which the partner is not liable as provided in section fifteen.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 108a - Partnerships › Section 35 - Authority and Liability After Dissolution

Section 35. (1) After dissolution a partner can bind the partnership except as provided in paragraph (3)
(a) By any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution;
(b) By any transaction which would bind the partnership if dissolution had not taken place, provided the other party to the transaction
(I) Had extended credit to the partnership prior to dissolution and had no knowledge or notice of the dissolution; or
(II) Though he had not so extended credit, had nevertheless known of the partnership prior to dissolution, and, having no knowledge or notice of dissolution, the fact of dissolution has not been advertised in a newspaper of general circulation in the place (or in each place if more than one) at which the partnership business was regularly carried on.
(2) The liability of a partner under paragraph (1b) shall be satisfied out of partnership assets alone when such partner had been prior to dissolution
(a) Unknown as a partner to the person with whom the contract is made; and
(b) So far unknown and inactive in partnership affairs that the business reputation of the partnership could not be said to have been in any degree due to his connection with it.
(3) The partnership is in no case bound by any act of a partner after dissolution
(a) Where the partnership is dissolved because it is unlawful to carry on the business, unless the act is appropriate for winding up partnership affairs; or
(b) Where the partner has become bankrupt; or
(c) Where the partner has no authority to wind up partnership affairs, except by a transaction with one who
(I) Had extended credit to the partnership prior to dissolution and had no knowledge or notice of his want of authority; or
(II) Had not extended credit to the partnership prior to dissolution, and, having no knowledge or notice of his want of authority, the fact of his want of authority has not been advertised in the manner provided for advertising the fact of dissolution in paragraph (1 b II).
(4) Nothing in this section shall affect the liability under section sixteen of any person who after dissolution represents himself or consents to another representing him as a partner in a partnership engaged in carrying on business.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 108a - Partnerships › Section 36 - Discharge of Partner's Liability; Assumption of Partnership Obligations; Deceased Partner

Section 36. (1) The dissolution of the partnership does not of itself discharge the existing liability of any partner.
(2) A partner is discharged from any existing liability upon dissolution of the partnership by an agreement to that effect between himself, the partnership creditor and the person or partnership continuing the business; and such agreement may be inferred from the course of dealing between the creditor having knowledge of the dissolution and the person or partnership continuing the business.
(3) Where a person agrees to assume the existing obligations of a dissolved partnership, the partners whose obligations have been assumed shall be discharged from any liability to any creditor of the partnership who, knowing of the agreement, consents to a material alteration in the nature or time of payment of such obligations.
(4) The individual property of a deceased partner shall be liable for those obligations of the partnership incurred while he was a partner and for which he was liable under section fifteen but subject to the prior payment of his separate debts.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 108a - Partnerships › Section 37 - Right to Wind Up Partnership Affairs

Section 37. Unless otherwise agreed the partners who have not wrongfully dissolved the partnership or the legal representative of the last surviving partner, not bankrupt, has the right to wind up the partnership affairs; provided, that any partner, his legal representative, or his assignee, upon cause shown, may obtain winding up by the court.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 108a - Partnerships › Section 38 - Rights of Partners Upon Dissolution

Section 38. (1) When dissolution is caused in any way, except in contravention of the partnership agreement, each partner, as against his co-partners and all persons claiming through them in respect of their interests in the partnership, unless otherwise agreed, may have the partnership property applied to discharge its liabilities, and the surplus applied to pay in cash the net amount owing to the respective partners. But if dissolution is caused by expulsion of a partner bona fide under the partnership agreement, and if the expelled partner is discharged from all partnership liabilities, either by payment or agreement under section thirty-six (2), he shall receive in cash only the net amount due him from the partnership.
(2) When dissolution is caused in contravention of the partnership agreement the rights of the partners shall be as follows:
(a) Each partner who has not caused dissolution wrongfully shall have—
I. All the rights specified in paragraph (1) of this section, and
II. The right, as against each partner who has caused the dissolution wrongfully, to damages for breach of the agreement.
(b) The partners who have not caused the dissolution wrongfully, if they all desire to continue the business in the same name, either by themselves or jointly with others, may do so during the agreed term for the partnership, and for that purpose may possess the partnership property, provided they secure the payment by bond approved by the court, or pay to any partner who has caused the dissolution wrongfully the value of his interest in the partnership at the dissolution, less any damages recoverable under clause (2 a II) of this section, and in like manner indemnify him against all present or future partnership liabilities.
(c) A partner who has caused the dissolution wrongfully shall have—
I. If the business is not continued under the provisions of paragraph (2b), all the rights of a partner under paragraph (1), subject to clause (2 a II) of this section.
II. If the business is continued under paragraph (2b) of this section, the right as against his co-partners and all claiming through them in respect of their interests in the partnership, to have the value of his interest in the partnership, less any damages caused to his co partners by the dissolution, ascertained and paid to him in cash, or the payment secured by bond approved by the court, and to be released from all existing liabilities of the partnership; but in ascertaining the value of the partner's interest the value of the good will of the business shall not be considered.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 108a - Partnerships › Section 39 - Rights of Partner Entitled to Rescind Partnership

Section 39. Where a partnership contract is rescinded on the ground of the fraud or misrepresentation of one of the parties thereto, the party entitled to rescind is, without prejudice to any other right, entitled—
(a) To a lien on, or right of retention of, the surplus of the partnership property after satisfying the partnership liabilities to third persons for any sum of money paid by him for the purchase of an interest in the partnership and for any capital or advances contributed by him; and
(b) To stand, after all liabilities to third persons have been satisfied, in the place of the creditors of the partnership for any payments made by him in respect of the partnership liabilities; and
(c) To be indemnified by the person guilty of the fraud or making the representation against all debts and liabilities of the partnership.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 108a - Partnerships › Section 40 - Rules for Settling Accounts Between Partners

Section 40. In settling accounts between the partners after dissolution, the following rules shall be observed, subject to any agreement to the contrary:
(a) The assets of the partnership are—
I. The partnership property.
II. The contributions of the partners specified in clause (d) of this section.
(b) The liabilities of the partnership shall rank in order of payment, as follows:
I. Those owing to creditors other than partners.
II. Those owing to partners other than for capital and profits.
III. Those owing to partners in respect of capital.
IV. Those owing to partners in respect of profits.
(c) The assets shall be applied in the order of their declaration in clause (a) of this section to the satisfaction of the liabilities.
(d) The partners shall contribute, as provided by section eighteen (a), except as provided in section fifteen: (i) the amount necessary to satisfy the liabilities and (ii) if any, but not all, of the partners are insolvent, or, not being subject to process, refuse to contribute, the other partners shall contribute their share of the liabilities, and, in the relative proportions in which they share the profits, the additional amount necessary to pay the liabilities.
(e) An assignee for the benefit of creditors or any person appointed by the court shall have the right to enforce the contributions specified in clause (d) of this section.
(f) Any partner or his legal representative shall have the right to enforce the contributions specified in clause (d) of this section, to the extent of the amount which he has paid in excess of his share of the liability.
(g) The individual property of a deceased partner shall be liable for the contributions specified in clause (d) of this section.
(h) When partnership property and the individual properties of the partners are in the possession of a court for distribution, partnership creditors shall have priority on partnership property and separate creditors on individual property, saving the rights of lien or secured creditors as heretofore.
(i) Where a partner has become bankrupt or his estate is insolvent, the claims against his separate property shall rank in the following order:
I. Those owing to separate creditors.
II. Those owing to partnership creditors.
III. Those owing to partners by way of contribution.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 108a - Partnerships › Section 42 - Rights of Retiring or Deceased Partner Against Person or Partnership Continuing Business

Section 42. When any partner retires or dies, and the business is continued under any of the conditions set forth in section forty-one (1)(2)(3)(5)(6), or section thirty-eight (2b), without any settlement of accounts as between him or his estate and the person or partnership continuing the business, unless otherwise agreed, he or his legal representative as against such persons or partnership may have the value of his interest at the date of dissolution ascertained, and shall receive as an ordinary creditor an amount equal to the value of his interest in the dissolved partnership with interest, or, at his option or at the option of his legal representative, in lieu of interest, the profits attributable to the use of his right in the property of the dissolved partnership; provided, that the creditors of the dissolved partnership as against the separate creditors, or the representative of the retired or deceased partner, shall have priority on any claim arising under this section, as provided by section forty-one (8).
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 108a - Partnerships › Section 43 - Right to an Account

Section 43. The right to an account of his interest shall accrue to any partner, or his legal representative, as against the winding up partners or the surviving partners or the person or partnership continuing the business, at the date of dissolution, in the absence of any agreement to the contrary.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109 - Limited Partnership › Section 17 - Limited Partners

Section 17. (a) A person becomes a limited partner on the later of:
(1) the date the original certificate of limited partnership is filed; or
(2) the date stated in the records of the limited partnership as the date that person becomes a limited partner.
(b) After the filing of a limited partnership's original certificate of limited partnership, a person may be admitted as an additional limited partner:
(1) in the case of a person acquiring a partnership interest directly from the limited partnership, upon compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners; and
(2) in the case of an assignee of a partnership interest of a partner who has the power, as provided in section forty-two, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109 - Limited Partnership › Section 18 - Right to Vote of Limited Partners

Section 18. (a) Subject to section nineteen, the partnership agreement may grant to all or a specified group of the limited partners the right to vote, on a per capita or other basis, upon any matter.
(b) When the limited partnership is an investment company registered under the Investment Company Act of 1940, 15 USC 80a, the limited partner shall have the right to vote (i) in the election of general partners, directors, or trustees of the investment company, (ii) to approve or terminate investment advisory or underwriting contracts, (iii) for approval of auditors, and (iv) on any matters that the said Investment Company Act of 1940, or rules and regulations promulgated thereunder, requires to be approved by the holders of beneficial interests in the investment company.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109 - Limited Partnership › Section 20 - Person Erroneously Believing Himself Limited Partner

Section 20. (a) Except as provided in subsection (b), a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise, or exercising any rights of a limited partner, if, on ascertaining the mistake, he:
(1) causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or
(2) withdraws from future equity participation in the enterprise by executing and filing in the office of the state secretary a certificate declaring withdrawal under this section.
(b) A person who makes a contribution of the kind described in subsection (a) is liable as a general partner to any third party who transacts business with the enterprise (i) before the person withdraws and an appropriate certificate is filed to show withdrawal, or (ii) before an appropriate certificate is filed to show that he is not a general partner, but in either case only if the third party actually believed in good faith that the person was a general partner at the time of the transaction.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109 - Limited Partnership › Section 21 - Records; Rights of Limited Partners

Section 21. Each limited partner has the right to:
(1) inspect and copy any of the partnership records required to be maintained by section five, and
(2) obtain from the general partners from time to time upon reasonable demand (i) true and full information regarding the state of the business and financial condition of the limited partnership, (ii) promptly after becoming available, a copy of the limited partnership's federal, state and local income tax returns for each year, and (iii) other information regarding the affairs of the limited partnership as is just and reasonable.