reglab/statecodes huggingface dataset:
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 95 - Costs; Interest

Section 95. The costs of the bill, including the reasonable compensation and expenses of any master appointed by the court, but exclusive of fees of counsel or of experts retained by any party, shall be determined by the court and taxed upon the parties to the bill, or any of them, in such manner as appears to be equitable, except that all costs of giving notice to stockholders as provided in this chapter shall be paid by the corporation. Interest shall be paid upon any award from the date of the vote approving the proposed corporate action, and the court may on application of any interested party determine the amount of interest to be paid in the case of any stockholder.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 96 - Dividends and Voting Rights After Demand for Payment

Section 96. Any stockholder who has demanded payment for his stock as provided in this chapter shall not thereafter be entitled to notice of any meeting of stockholders or to vote such stock for any purpose and shall not be entitled to the payment of dividends or other distribution on the stock (except dividends or other distributions payable to stockholders of record at a date which is prior to the date of the vote approving the proposed corporate action) unless:
(1) A bill shall not be filed within the time provided in section ninety;
(2) A bill, if filed, shall be dismissed as to such stockholder; or
(3) Such stockholder shall with the written approval of the corporation, or in the case of a consolidation or merger, the resulting or surviving corporation, deliver to it a written withdrawal of his objections to and an acceptance of such corporate action.
Notwithstanding the provisions of clauses (1) to (3), inclusive, said stockholder shall have only the rights of a stockholder who did not so demand payment for his stock as provided in this chapter.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 97 - Status of Shares Paid For

Section 97. The shares of the corporation paid for by the corporation pursuant to the provisions of this chapter shall have the status of treasury stock, or in the case of a consolidation or merger the shares or the securities of the resulting or surviving corporation into which the shares of such objecting stockholder would have been converted had he not objected to such consolidation or merger shall have the status of treasury stock or securities.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 98 - Exclusive Remedy; Exception

Section 98. The enforcement by a stockholder of his right to receive payment for his shares in the manner provided in this chapter shall be an exclusive remedy except that this chapter shall not exclude the right of such stockholder to bring or maintain an appropriate proceeding to obtain relief on the ground that such corporate action will be or is illegal or fraudulent as to him.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 99 - Petition for Dissolution in Supreme Judicial Court; Cases

Section 99. A petition for dissolution of a corporation may be filed in the supreme judicial court in the following cases:—
(a) A corporation which desires to close its affairs may authorize the filing of such a petition by a vote of a majority of each class of its stock outstanding and entitled to vote thereon;
(b) Such a petition may be filed by the holder or holders of not less than forty per cent of all the shares of its stock outstanding and entitled to vote thereon, treating all classes of stock entitled to vote as a single class for the purpose of determining whether the petition is brought by the holders of not less than forty per cent of the outstanding shares as aforesaid, if:
(1) the directors are deadlocked in the management of corporate affairs, and the shareholders are unable to break the deadlock; or
(2) the shareholders are deadlocked in voting powers and have failed to elect successors to directors whose terms have expired or would have expired upon the election of their successors.
After such notice as the court may order and after hearing, the court may decree a dissolution of the corporation, notwithstanding the fact that the business of the corporation is being conducted at a profit, if it shall find that the best interests of the stockholders will be served by such dissolution. Upon such dissolution, the existence of the corporation shall cease, subject to the provisions of sections one hundred and two, one hundred and four and one hundred and eight.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 100 - Voluntary Dissolution; Manner

Section 100. Any corporation may be voluntarily dissolved in the following manner:
(a) Dissolution may be authorized (1) by the vote of two thirds of each class of its stock outstanding and entitled to vote thereon; or (2) by compliance with provisions of its articles of organization.
(b) Within thirty days of the date of such authorization, notice that dissolution of the corporation has been duly authorized shall be mailed by the corporation to the commissioner of revenue.
(c) After the giving of such notice, articles of dissolution shall be submitted to the state secretary. Such articles shall be signed by the president or vice president and by the clerk or an assistant clerk under the penalties of perjury, and shall set forth:—
(1) the name of the corporation and the street address of the principal office in the commonwealth;
(2) The name and post office address of each of the directors and officers of the corporation;
(3) A statement that dissolution of the corporation was duly authorized in the manner required by this section, and of the date on which such action was taken;
(4) A statement that notice of the proposed dissolution of the corporation was duly given to the commissioner of revenue as required by this section.
(5) Any other provisions deemed necessary by the corporation for its dissolution; and
(6) The effective date of the dissolution.
(d) Such articles of dissolution shall constitute an amendment of the articles of organization, and the dissolution of the corporation shall become effective when said articles are filed with the state secretary in accordance with section six, unless said articles specify a later effective date not more than thirty days after such filing, in which event the dissolution shall become effective upon such later date, and upon such dissolution the existence of the corporation shall cease, subject to the provisions of sections one hundred and two, one hundred and four, and one hundred and eight.
(e) At any time before the filing of articles of dissolution the corporation may authorize the abandonment of the dissolution proceedings by the same corporate action with respect to such abandonment as is required by this section for the authorization of a dissolution.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 101 - Dissolution by State Secretary

Section 101. If a corporation has failed to comply with the provisions of law requiring the filing of reports with the state secretary or the filing of any tax returns or the payment of any taxes under chapter sixty-two C for two or more consecutive years, or if the state secretary is satisfied that a corporation has become inactive and that its dissolution would be in the public interest, the state secretary may dissolve the corporation, subject to the provisions of sections one hundred and two, one hundred and four, and one hundred and eight.
The state secretary shall use the following procedure to dissolve corporations in accordance with this section. The state secretary shall give the corporation at least ninety days notice of the proposed dissolution, and shall send a copy of the notice to the commissioner of revenue. The notice shall be given by mail to the corporation at the address of its principal office as shown in the records of the state secretary and in such other manner as the state secretary may require. The notice shall state that the corporation will be dissolved ninety days from the date of the notice, or at such later date as the state secretary shall order. The notice shall state the reasons for the proposed dissolution and shall state that the corporation may, within sixty days of the date of the notice, request a hearing to show cause why it should not be dissolved.
If the corporation does not request such a hearing, it shall be dissolved as of the date stated in the notice. If the corporation requests such a hearing and at or after the hearing there is a finding that there is cause for dissolution, the corporation shall be dissolved thirty days after the date notice of such finding is given to the corporation. Notwithstanding the foregoing, a corporation shall not be dissolved if the reports that give rise to the state secretary's notice have been filed at least ten days before the effective date of dissolution, if the tax returns or tax payments that gave rise to the state secretary's notice have been filed, paid or provided for at least ten days before the effective date of dissolution and the state secretary has received a certificate issued by the commissioner of revenue that the corporation is in good standing with respect to any and all returns due and taxes payable to said commissioner, or if the state secretary determines before the effective date of dissolution that the dissolution would not be in the public interest.
Hearings under this section shall be conducted in accordance with the provisions of chapter thirty A applicable to adjudicatory proceedings.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 102 - Continuation for Purposes of Litigation and Settlement of Affairs

Section 102. Every corporation whose corporate existence for other purposes is terminated (1) by dissolution under the provisions of section ninety-nine, one hundred, or one hundred and one, (2) by the expiration of the period for its duration limited by its articles of organization, or (3) in any other manner, shall nevertheless be continued as a body corporate for three years after the time when its existence is terminated, for the purpose of prosecuting and defending suits by or against it and of enabling it gradually to settle and close its affairs, to dispose of and convey its property to any person and to make distributions to its stockholders of any assets remaining after the payment of its debts and obligations, but not for the purpose of continuing the business for which it was established; provided, that the corporate existence of such a corporation, for the purposes of any suit brought by or against it prior to the commencement of, or during, said period of three years, shall continue beyond said period for a further period of ninety days after the final judgment in the suit.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 103 - Petition for Distribution; Notice

Section 103. At any time within the period of three years or the extension of such period by reason of the pendency of any suit, as provided in section one hundred and two, such corporation may petition the supreme judicial or superior court for leave to distribute the whole or part of its assets to the stockholders entitled thereto, and, after notice by certified or registered mail to the state secretary and the commissioner of corporations and taxation and to all known creditors and by publication once a week for three successive weeks in a newspaper of general circulation published in the city or town in which the principal office of the corporation is located, or in the county if no such newspaper is published in said city or town, the court may, after hearing, upon a finding that the interests of creditors, if any, and those of the commonwealth, if any, are reasonably protected, enter a decree permitting such distribution; and the directors shall not be subject to the liability set forth in section sixty-one on account of their declaration or assent to a dividend, including one or more liquidating dividends, to the stockholders entitled thereto, in accordance with said decree.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 104 - Receivership; Dissolved or Terminated Corporation; Jurisdiction; Application; Powers of Receiver

Section 104. If the existence of the corporation for other purposes is terminated (1) by dissolution under the provisions of section ninety-nine, one hundred, or one hundred and one, (2) by the expiration of the period for its duration limited by its articles of organization, or (3) in any other manner, the supreme judicial or superior court, upon application of a creditor or stockholder, shall have jurisdiction in equity to appoint one or more receivers to take charge of its estate and effects and to collect the debts and property due and belonging to it, with power to prosecute and defend suits in its name or otherwise, to appoint agents under them and to do all other acts which might be done by such corporation, if in being, which may be necessary for the final settlement of its unfinished business. The powers of such receivers and the existence of the corporation may be continued as long as the court finds necessary for said purposes.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 105 - Receivership; Corporation as Judgment Debtor; Powers of Receiver

Section 105. If a judgment has been recovered against a corporation and it has neglected for thirty days after demand made on execution to pay the amount due with the officer's fees, or to exhibit to the officer real or personal property belonging to it and subject to be taken on execution sufficient to satisfy the same and the execution has been returned unsatisfied, one or more receivers may be appointed with the powers and duties provided in, and subject to, section one hundred and four.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 106 - Duties of Receiver

Section 106. The receivers shall pay all debts due from the corporation if the funds in their hands are sufficient therefor; and if they are not, they shall distribute them ratably among the creditors who approve their debts in the manner directed by any decree of the court for that purpose. If there is a balance remaining after the payment of the debts, the receivers shall distribute and pay it to those who are justly entitled thereto as having been stockholders of the corporation, or their legal representatives.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 107 - Dissolution; Return; Notice to Corporation

Section 107. If a corporation is dissolved under the authority of section ninety-nine, the clerk of the court in which the decree therefor is entered shall forthwith make return thereof to the state secretary giving the name of the corporation and the date upon which such decree was entered. The state secretary shall thereupon send notice of such dissolution, and the date thereof, to the corporation at its last address as appearing on the records of the state secretary.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 108 - Revival of Dissolved Corporation for General or Limited Purposes; Conditions; Effect

Section 108. If the state secretary finds that the existence of a corporation has terminated in any manner and that such corporation ought to be revived for all purposes or for any specified purpose or purposes with or without limitation of time, he may, upon application by an interested party, file in his office a certificate in such form as he may prescribe reviving such corporation. The state secretary may subject the revival of such corporation to such terms and conditions, including the payment of reasonable fees, as in his judgment the public interest may require. Upon the filing of a certificate reviving a corporation for all purposes, said corporation shall stand revived with the same powers, duties and obligations as if it had not been dissolved, except as otherwise provided in said certificate; and all acts and proceedings of its officers, directors and stockholders, acting or purporting to act as such, which would have been legal and valid but for such dissolution, shall, except as aforesaid, stand ratified and confirmed. If such a corporation is revived as aforesaid for a limited time or for any specified purpose or purposes, it shall stand revived for such time or for the accomplishment of such purpose or purposes in accordance with the terms of the state secretary's certificate. For cause shown to his satisfaction, the state secretary may, by certificate filed as aforesaid, extend the time for which a corporation revived for a limited time shall stand revived. A certificate filed by the state secretary pursuant to this section shall constitute an amendment of the articles of organization of the corporation, effective when filed.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 109 - Annual Report; Contents

Section 109. Every corporation shall annually, on or before the fifteenth day of the third month following the close of its fiscal year, prepare and submit to the state secretary a report which shall be signed under the penalties of perjury by an officer of the corporation stating:—
(1) The name of the corporation.
(2) The location (with street address) of its principal office in the commonwealth, and elsewhere in the case of a corporation organized to do business wholly outside the commonwealth.
(3) The total amount of its authorized capital stock so far as it consists of shares with par value, and the total number of its shares without par value authorized to be issued; the amount of stock with par value, and the number of shares without par value, issued and outstanding; the class or classes and series, if any, into which it is divided; the par value, if any, and the number of its shares.
(4) The names and addresses of the president, treasurer, clerk and all the directors of the corporation, and the date at which the term of office of each expires and the name and address of the resident agent, if any.
[There is no paragraph (5).]
(6) whether the corporation is publicly-traded.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 112 - Annual Report; Failure or Refusal to File; Penalties

Section 112. If a corporation fails or refuses to file its annual report within the time prescribed by section one hundred and nine, the state secretary shall subject the filing of the report to the payment of an additional fee, to be set at an initial rate of twenty-five dollars, to be subsequently determined from time to time by the secretary of administration and finance pursuant to the provisions of section three B of chapter seven.
If the corporation fails to file the annual report within six months of the date prescribed by section one hundred and nine, the state secretary may give notice by mail postage prepaid, to such corporation of its default. If it omits to file such report within thirty days after notice of default has been given, it shall pay, in addition to the sum provided above, not less than five dollars nor more than ten dollars for each day for fifteen days after the expiration of said thirty days, and not less than ten dollars nor more than two hundred dollars for each day thereafter during which such default continues, or any other sum, not greater than the maximum penalty or forfeiture, which the court may deem just and equitable.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 113 - Action to Recover Penalties and Forfeitures; Venue; Injunction

Section 113. Penalties or forfeitures incurred by any corporation which omits to cause to be duly filed any certificate or report required by section thirty-eight, fifty-three or one hundred and nine may be recovered in an action brought in Suffolk county in the name of the commonwealth, or they may be recovered by an information in equity in the name of the attorney general at the relation of the state secretary, brought in the supreme judicial court in Suffolk county. Upon such information, the court may issue an injunction restraining the further prosecution of the business of the corporation until such penalties or forfeitures, with interest and costs, have been paid and until such certificate or report has been filed.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 114 - Filing Fees

Section 114. The commissioner of administration shall determine annually under the provision of section three B of chapter seven the following filing fees:
(a) The fee for filing the articles of organization required by section twelve.
(b) The fee for filing articles of amendment required by section seventy-two or seventy-three as follows:
(1) Articles of amendment providing for an increase of the total amount of authorized capital stock with par value.
(2) Articles of amendment providing for a change of shares with par value to shares without par value.
(3) Articles of amendment providing for an increase in the number of shares without par value.
(4) Articles of amendment providing for a change of shares without par value into shares with par value or for an exchange of shares without par value for shares with par value.
(5) Any other articles of amendment.
(c) The fee for filing restated articles of organization in accordance with section seventy-four; provided, however, that in the event such restated articles of organization incorporate any amendment to the original articles of organization as theretofore amended, there shall be added to such filing fee the amount of the filing fee that would have been required under subsection (b) of this section if such amendment had been incorporated in articles of amendment filed in accordance with section seventy-two.
(d) The fee for filing articles of consolidation or merger as follows:
(1) Articles of consolidation or merger in accordance with section seventy-eight.
(2) Articles of consolidation or merger in accordance with section seventy-nine, if the resulting or surviving corporation is a corporation organized under the laws of the commonwealth.
(3) Articles of consolidation or merger in accordance with section seventy-nine, if the resulting or surviving corporation is organized under the laws of another state.
(4) Articles of consolidation or merger in accordance with section eighty-two.
(5) Articles of consolidation or merger in accordance with section eighty-three.
(e) The fee for filing a certificate pursuant to section twenty-six.
(f) The fee for filing articles of dissolution under section one hundred.
(g) The fee for filing all other certificates, statements or reports required by this chapter, but no fee shall be paid for filing the certificate of change of principal office of the corporation in the commonwealth required by section fourteen, the certificate of change of date of annual meeting or change of fiscal year required by section thirty-eight, the certificate of change of officers required by section fifty-three or any certificate relating to a resident agent of a corporation filed under section forty-nine.
(h) For the purposes of this section only, shares of stock with a par value of less than one dollar shall be deemed to have a par value of one dollar per share.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 115 - Conveyance of Land

Section 115. Any recordable instrument purporting to affect an interest in real estate, executed in the name of a corporation by the president or a vice president and the treasurer or an assistant treasurer, who may be one and the same person, shall be binding on the corporation in favor of a purchaser or other person relying in good faith on such instrument notwithstanding inconsistent provisions of the articles of organization, certificate of incorporation, charter, special act of incorporation, constitution, by-laws, resolutions or votes of the corporation.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156b - Certain Business Corporations › Section 116 - Certificate of Good Standing

Section 116. A corporation shall be deemed to be in good standing with the state secretary if such corporation has filed all annual reports required to be filed by it with the state secretary, has paid all fees due with respect to such reports, no proceedings are then pending under section one hundred and one for its dissolution, and no articles of dissolution have been filed by it. 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 corporation meeting the requirements of this section, that such corporation appears from the records in his office to be in good standing.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 3 - Name of Limited Liability Company

Section 3. The name of each limited liability company as set forth in its certificate of organization:
(1) shall contain the words ''limited liability company'', ''limited company'', or the abbreviation ''L.L.C.'', ''L.C.'', ''LLC'' or ''LC'';
(2) may contain the name of a member or manager; and
(3) may not be the same as, or deceptively similar to the name of any corporation, limited partnership or limited liability company reserved or organized under the laws of the commonwealth or licensed or registered as a foreign corporation, foreign limited partnership or foreign limited liability company in the commonwealth, except with the written consent of said corporation, limited partnership or limited liability company previously 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 4 - Reservation of Exclusive Right to Name

Section 4. (a) The exclusive right to the use of a name may be reserved by:
(1) any person intending to organize a limited liability company under this chapter and to adopt such name;
(2) any domestic limited liability company or any foreign limited liability company registered in the commonwealth which, in either case, intends to adopt such name;
(3) any foreign limited liability company intending to register in the commonwealth and adopt such name; and
(4) any person intending to organize a foreign limited liability company and intending to have it register in the commonwealth and adopt such name.
(b) The reservation of a specified name shall be made by filing with the state secretary, an application, executed by the applicant, specifying the name to be reserved and the name and address of the applicant. If the state secretary finds that the name is available for use by a domestic or foreign limited liability company, he shall reserve the name for the exclusive use of the applicant for a period of 60 days. The state secretary may extend the reservation for an additional 60 days upon written request of the applicant. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the office of the state secretary a notice of the transfer, executed by the applicant for whom the name was reserved, specifying the name to be transferred and the name and address of the transferee.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 5 - Office and Agent for Service of Process in Commonwealth

Section 5. Each limited liability company shall have and 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 nine to be maintained; and
(2) a resident agent for service of process on the limited liability company, 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 XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 5a - Certificate of Change of Resident Agent or Street Address of Resident Agent; Change of Address of Llc Business Office; Resignation

Section 5A. (a) A limited liability company 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 liability company;
(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 liability company for which he is resident agent by notifying the limited liability company in writing of the change and signing, either 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 liability company has been notified of the change. If the street address of more than 1 limited liability company is being changed at the same time, there may be included in a single certificate the names of all limited liability companies the street addresses of the business offices of which are being changed.
(c) Any resident agent 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 liability company. 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 XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 6 - Powers and Privileges of Limited Liability Company; Information to Be Provided on Certificate of Organization or Application for Registration

Section 6. (a) Except as otherwise expressly provided by law, a limited liability company may carry on any lawful business, trade, profession, purpose or activity.
(b) A limited liability company shall possess and may exercise all the powers and privileges granted by this chapter or by any other law or by the operating agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business, trade, profession, purposes or activities of the limited liability company. Without limitation of the foregoing and except as otherwise expressly set forth in a written operating agreement, a limited liability company shall have the power to make guarantees of the obligations of another person or entity.
(c) A limited liability company or foreign limited liability company which is organized to render a professional service as defined in section two of chapter one hundred and fifty-six A shall (i) indicate in its certificate of organization or application for registration the specific professional services which it shall render, (ii) be subject to any conditions or limitations established by any applicable regulating boards as defined in said section 2, including the provision of liability insurance required by section sixty-five, and (iii) include with its certificate of organization or application for registration a certificate by the applicable regulating board which indicates compliance as of the date of organization or registration by the members and managers with any eligibility standards established by such regulating board.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 7 - Transaction of Business Between Member or Manager and Limited Liability Company

Section 7. Except as provided in a written operating agreement, a member or manager may lend money to, borrow money from, act as a surety, guarantor or endorser for, guarantee or assume one or more specific obligations of, provide collateral for, and transact other business with a limited liability company and, subject to other applicable law, has the same rights and obligations with respect to any such matter as a person who is not a member or manager.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 8 - Indemnification of Member or Manager

Section 8. (a) Subject to such standards and restrictions, if any, as are set forth in its certificate of organization or a written operating agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. Such indemnification may include payment by the limited liability company of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he shall be adjudicated to be not entitled to indemnification under this section which undertaking may be accepted without reference to the financial ability of such person to make repayment. Any such indemnification may be provided although the person to be indemnified is no longer a member or manager.
No indemnification shall be provided for any person with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interest of the limited liability company.
(b) The certificate of organization or a written operating agreement may eliminate or limit the personal liability of a member or manager for breach of any duty to the limited liability company or to another member or manager.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 9 - Records and Documents

Section 9. (a) Each limited liability company shall keep at the office referred to in clause (1) of section five the following:
(1) a current list of the full name and last known address of each member and manager;
(2) a copy of the certificate of organization 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 liability company'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 operating agreements and of any financial statements of the limited liability company for the three most recent years; and
(5) unless contained in a written operating 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 member and which each member 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 member are to be made;
(iii) any right of a member to receive, or of a manager to make, distributions to a member; and
(iv) any events upon the happening of which the limited liability company is to be dissolved and its affairs wound up.
(b) Records kept under this section shall be subject to inspection and copying at the reasonable request and at the expense of any member or manager during ordinary business hours.
(c) The current list of names and addresses of the members shall be made available to the state secretary within five business days of receipt of a written request by said state secretary or by the director of the securities division of the state secretary'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 XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 10 - Furnishing of Documents and Information to Members and Managers

Section 10. Each member or manager of a limited liability company has the right, subject to such reasonable standards, including standards governing what information and documents are to be furnished at what time and location and at whose expense, as may be set forth in the operating agreement or otherwise established by the manager or, if there is no manager, then by the members, to obtain from the limited liability company from time to time upon reasonable demand in writing for any purpose reasonably related to the member's or manager's interest as a member or manager of the limited liability company (i) true and full information regarding the state of the business and financial condition of the limited liability company, (ii) promptly after becoming available, a copy of the limited liability company's federal, state and local income tax returns for each year, and (iii) other information regarding the affairs of the limited liability company as is just and reasonable.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 11 - Reliance on Records and Documents

Section 11. A member or manager of a limited liability company shall be fully protected in relying in good faith upon the provisions of a written operating agreement and the records of the limited liability company and upon such information, opinions, reports or statements presented to the limited liability company by any of its other managers, members, officers, employees, or committees or by any other person, as to matters the member or manager reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the limited liability company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the limited liability company or any other facts pertinent to the existence and amount of assets from which distributions to members might properly be paid.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 12 - Certificate of Organization

Section 12. (a) In order to form a limited liability company, one or more authorized persons must execute a certificate of organization. The certificate of organization shall be filed in the office of the state secretary and set forth:
(1) the name of the limited liability company;
(2) the address of the office in the commonwealth required to be maintained by section five;
(3) the name and address of the resident agent for service of process required to be maintained by section 5; provided, however, that the agent's written consent to the appointment shall be either in the certificate or attached to it;
(4) if the limited liability company is to have a specific date of dissolution, the latest date on which the limited liability company is to dissolve;
(5) if the limited liability company has managers at the time of its formation, the name and address of each manager;
(6) the name of any other person in addition to any manager who is authorized to execute any documents to be filed with the office of the state secretary and at least one such person shall be named if there are no managers;
(7) the general character of the limited liability company's business;
(8) if desired, the names of one or more persons authorized to execute, acknowledge, deliver and record any recordable instrument purporting to affect an interest in real property, whether to be recorded with a registry of deeds or a district office of the land court; and
(9) any other matters the authorized persons determine to be included therein.
(b) A limited liability company is formed at the time of the filing of the initial certificate of organization in the office of the state secretary or at any later date specified in the certificate of organization if, in either case, there has been substantial compliance with the requirements of this section. A limited liability company formed under this chapter shall be a separate legal entity, the existence of which as a separate legal entity shall continue until cancellation of the limited liability company's certificate of organization.
(c) All limited liability companies formed under this chapter shall also file an annual report with the state secretary setting forth the information required in subsection (a).
(d) The fee for the filing of the certificate of organization required by subsection (a) shall be five hundred dollars. The fee for the filing of the annual report required by subsection (c) shall be five hundred dollars. Such fees shall be paid to the state secretary at the time the certificate of organization or the annual report is filed.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 13 - Amendment of Certificate of Organization

Section 13. (a) A certificate of organization may be amended by filing a certificate of amendment thereto in the office of the state secretary. The certificate of amendment shall set forth:
(1) the name of the limited liability company;
(2) the date of filing of its certificate of organization; and
(3) the amendment to the certificate of organization.
(b) A manager or, it there is no manager, then any member, who becomes aware that any statement in a certificate of organization was false when made, or that any matter described in the certificate of organization has changed, making the certificate of organization false in any material respect, shall promptly amend the certificate of organization to correct such matter.
(c) A certificate of organization shall be amended to reflect (i) the designation of managers of a limited liability company which theretofore did not have managers or (ii) any change in the managers of a limited liability company or other authorized signatories.
(d) A certificate of organization may be amended at any time for any other proper purpose.
(e) Unless otherwise provided in this chapter or unless a later effective date, which shall be a date certain, is provided for in the certificate of amendment, a certificate of amendment shall be effective at the time of its filing with the state secretary.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 14 - Cancellation of Certificate of Organization

Section 14. A certificate of organization shall be cancelled upon the dissolution and the completion of winding up of a limited liability company, or at any other time there are no members, or upon the filing of a certificate of consolidation or merger if the limited liability company is not the resulting or surviving entity in a consolidation or merger. A certificate of cancellation shall be filed in the office of the state secretary to accomplish the cancellation of a certificate of organization upon the dissolution and the completion of winding up of a limited liability company or at any other time there are no members and shall set forth:
(1) the name of the limited liability company;
(2) the date of filing of its certificate of organization;
(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 person filing the certificate of cancellation determines.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 156c - Limited Liability Company Act › Section 15 - Execution of Certificate by Authorized Person

Section 15. (a) Each certificate required by this chapter to be filed in the office of the state secretary shall be executed:
(1) by any manager if the limited liability company has managers or by any other authorized person set forth in the certificate of organization or any amendment thereto;
(2) if the limited liability company has not been formed, by the person or persons forming the limited liability company; or
(3) if the limited liability company is in the hands of a receiver, trustee, or other court-appointed fiduciary, by such receiver, trustee or fiduciary.
(b) Unless otherwise provided in the operating agreement, any person may sign any certificate or amendment thereto or enter into the operating agreement or amendment thereto by an agent, including an attorney-in-fact. An authorization, including a power of attorney, to sign any certificate or amendment thereto or to enter into the operating agreement or amendment thereto need not be in writing, need not be sworn to, verified or acknowledged, and need not be filed in the office of the state secretary, but if in writing, must be retained by the limited liability company.
(c) The execution of a certificate by an authorized person constitutes an affirmation, under the penalties of perjury, that the facts stated therein are true.