reglab/statecodes huggingface dataset:
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109 - Limited Partnership › Section 23 - Cessation of General Partner Status

Section 23. Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events:
(1) the general partner withdraws from the limited partnership as provided in section thirty-two;
(2) the general partner ceases to be a member of the limited partnership as provided in section forty;
(3) the general partner is removed as a general partner in accordance with the partnership agreement;
(4) Unless otherwise provided in writing in the partnership agreement the general partner: (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy; (iii) is adjudicated a bankrupt or insolvent; (iv) files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature; or (vi) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties;
(5) unless otherwise provided in writing in the partnership agreement one hundred and twenty days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law, or regulation, the proceeding has not been dismissed, or if within ninety days after the appointment without his consent or acquiescence of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties, the appointment is not vacated or stayed or within ninety days after the expiration of any such stay, the appointment is not vacated;
(6) in the case of a general partner who is a natural person:
(i) his death; or
(ii) the entry by a court of competent jurisdiction adjudicating him incompetent to manage his person or his estate;
(7) in the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust but not merely the substitution of a new trustee;
(8) in the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership;
(9) in the case of a general partner that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter; or
(10) in the case of an estate, the distribution by the fiduciary of the estate's entire interest in the partnership.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109 - Limited Partnership › Section 24 - Rights, Powers and Liabilities of General Partners

Section 24. Except as provided in this chapter, a general partner of a limited partnership is subject to the liabilities of a partner in a partnership without limited partners and, except as provided in this chapter or in the partnership agreement, has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109 - Limited Partnership › Section 25 - Contributions by General Partner

Section 25. A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses, and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the powers, and is subject to the restrictions, of a limited partner to the extent of his participation in the partnership as a limited partner.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109 - Limited Partnership › Section 28 - Obligation to Contribute

Section 28. (a) No promise by a limited partner to contribute to the limited partnership is enforceable unless set out in a writing signed by the limited partner.
(b) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or property or to perform services, even if he is unable to perform because of death, disability or any other reason. If a partner does not make the required contribution of property or services, he is obligated at the option of the limited partnership to contribute cash equal to that portion of the value, as stated in the partnership records required to be kept pursuant to section five, of the stated contribution that has not been made.
(c) Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit, or otherwise acts in reliance on that obligation after the partner signs a writing which reflects the obligation, and before the amendment or cancellation thereof to reflect the compromise, may enforce the original obligation.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109 - Limited Partnership › Section 29 - Allocation of Profits and Losses

Section 29. The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, profits and losses shall be allocated on the basis of the value, as stated in the partnership records to be kept pursuant to section five, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109 - Limited Partnership › Section 30 - Distributions of Cash or Other Assets

Section 30. Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, distributions shall be made on the basis of the value, as stated in the partnership records to be kept pursuant to section five, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109 - Limited Partnership › Section 31 - Interim Distributions

Section 31. Except as provided in sections thirty-one to thirty-eight, inclusive, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and closing of its affairs to the extent and at the times or upon the happening of the events specified in the partnership agreement.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109 - Limited Partnership › Section 32 - Withdrawal of General Partner

Section 32. A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to him.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109 - Limited Partnership › Section 33 - Withdrawal of Limited Partner

Section 33. A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in writing in the partnership agreement. If the agreement does not specify the time or the events upon the happening of which the limited partner may withdraw or a definite time for the dissolution and closing of the affairs of the limited partnership, a limited partner may withdraw upon not less than six months' prior written notice to each general partner at his address on the books of the limited partnership at its office in the commonwealth.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109 - Limited Partnership › Section 34 - Distribution to Partner Upon Withdrawal

Section 34. Except as provided in sections thirty-one to thirty-eight, inclusive, upon withdrawal any withdrawing partner is entitled to receive any distribution to which he is entitled under the partnership agreement and, if not otherwise provided in the agreement, he is entitled to receive, within a reasonable time after withdrawal, the fair value of his interest in the limited partnership as of the date of withdrawal based upon his right to share in distributions from the limited partnership.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109 - Limited Partnership › Section 35 - Distribution in Kind

Section 35. Except as provided in writing in the partnership agreement, a partner, regardless of the nature of his contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to him exceeds a percentage of that asset which is equal to the percentage in which he shares in distributions from the limited partnership.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109 - Limited Partnership › Section 38 - Liability Upon Return of Contribution

Section 38. (a) If a partner has received the return of any part of his contribution without violation of the partnership agreement or this chapter, he is liable to the limited partnership for a period of one year thereafter for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership's liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership.
(b) If a partner has received the return of any part of his contribution in violation of the partnership agreement or this chapter, he is liable to the limited partnership for a period of six years thereafter for the amount of the contribution wrongfully returned.
(c) A partner receives a return of his contribution to the extent that a distribution to him reduces his shares of the fair value of the net assets of the limited partnership below the value, as set forth in the partnership records required to be kept pursuant to section five, of his contribution which has not been distributed to him.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109 - Limited Partnership › Section 40 - Assignment of Partnership Interest

Section 40. Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest shall not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled. Except as provided in the partnership agreement, a partner ceases to be a partner upon assignment of all his partnership interest.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109 - Limited Partnership › Section 41 - Rights of Judgment Creditor

Section 41. On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This chapter shall not deprive any partner of the benefit of any exemption laws applicable to his partnership interest.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109 - Limited Partnership › Section 42 - Assignee Becoming Limited Partner

Section 42. (a) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that (1) the assignor gives the assignee that right in accordance with authority described in the partnership agreement, or (2) all other partners consent.
(b) An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this chapter. An assignee who becomes a limited partner also is liable for the obligations of his assignor to make and return contributions as provided in sections twenty-seven to thirty-eight, inclusive; provided, however, that the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner.
(c) If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under sections fourteen and twenty-eight.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109 - Limited Partnership › Section 43 - Death or Incompetency of Partner; Power to Settle Estate or Administer Property

Section 43. If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the partner's executor, administrator, guardian, conservator, or other legal representative may exercise all the partner's rights for the purpose of settling his estate or administering his property, including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation, trust, or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109 - Limited Partnership › Section 44 - Nonjudicial Dissolution

Section 44. A limited partnership is dissolved and its affairs shall be closed upon the happening of the first to occur of the following:
(1) at the time specified in writing in the partnership agreement;
(2) upon the happening of events specified in writing in the partnership agreement;
(3) written consent of all partners;
(4) an event of withdrawal of a general partner unless at the time there is at least one other general partner and the written provisions of the partnership agreement permit the business of the limited partnership to be carried on by the remaining general partner and that partner does so, but the limited partnership is not dissolved and is not required to close its affairs by reason of any event of withdrawal, if, within ninety days after the withdrawal, all partners agree in writing to continue the business of the limited partnership and to the appointment of one or more additional general partners if necessary or desired; or
(5) entry of a decree of judicial dissolution under section forty-five.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109 - Limited Partnership › Section 46 - Winding Up Partnership Affairs

Section 46. Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership's affairs; provided, however, that the superior court department of the trial court may wind up the limited partnership's affairs upon application of any partner, his legal representative, or assignee.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109 - Limited Partnership › Section 47 - Distribution of Assets Following Winding Up

Section 47. Upon the winding up of a limited partnership, the assets shall be distributed as follows:
(1) to creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under sections thirty-one and thirty-four;
(2) except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under sections thirty-one and thirty-four; and
(3) except as provided in the partnership agreement, to partners (i) for the return of their contributions and (ii) respecting their partnership interests, in the proportions in which the partners share in distributions.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109 - Limited Partnership › Section 48 - Foreign Limited Partnerships; Liability of Partners and Agents; Law Governing

Section 48. A foreign limited partnership shall not do any business in the commonwealth which is prohibited to a limited partnership organized under this chapter. A general partner or other agent of a foreign limited partnership shall be subject to the liabilities, and shall have the defenses, with respect to the foreign limited partnership, as officers, directors and other agents of a foreign corporation have under section 15.11 of subdivision A of Part 15 of chapter 156D. Subject to the constitution of the commonwealth, its organization and internal affairs and the liability of its limited partners shall be governed by the laws of the state under which it is organized.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109 - Limited Partnership › Section 49 - Registration of Foreign Limited Partnership

Section 49. A foreign limited partnership shall be considered to be doing business in the commonwealth for the purposes of this section if it would be considered to be doing business in the commonwealth for the purpose of section 15.01 of subdivision A of Part 15 of chapter 156D if it were a foreign corporation. Every foreign limited partnership doing business in the commonwealth shall submit to the secretary of state, within ten days after it commences doing business in the commonwealth, an application for registration as a foreign limited partnership, which shall be signed and sworn to by the general partner. The application shall be in such form as the secretary of state shall require, and shall be accompanied by a certificate of legal existence of the foreign limited partnership, issued by an officer or agency properly authorized in the jurisdiction in which the foreign limited partnership is organized, or such other evidence of legal existence as the secretary of state shall approve. If the certificate or such evidence is in a foreign language, a translation thereof, under oath of the translator, shall be attached thereto.
The application for registration shall set forth the following information:—
(1) the name of the foreign limited partnership and, if different, the name under which it proposes to do business in the commonwealth;
(2) the jurisdiction where such partnership was organized and the date of its organization;
(3) the general character of the business it proposes to do in the commonwealth;
(4) the business address of its principal office;
(5) the names, business addresses and residence addresses of its general partners;
(6) the business address of its principal office in the commonwealth, if any;
(7) the name and business address of its resident agent and the agent's written consent, either on the certificate or attached to it, to his appointment as agent; and
(8) the address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions, together with an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership's registration in the commonwealth is cancelled.
If the foreign limited partnership's certificate of partnership from its jurisdiction of organization sets forth any part of the information required to be set forth in the application for registration in the commonwealth, the foreign limited partnership may submit a certified copy of such certificate, with a sworn translation, if necessary, in lieu of such part of the application for registration.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109 - Limited Partnership › Section 50 - Approval of Registration of Foreign Limited Partnership; Fee; Records

Section 50. The secretary of state shall examine and endorse his approval on the application for registration if the business of the foreign limited partnership is not prohibited by law to a limited partnership formed under this chapter and if the secretary of state determines that the application complies with this section. Upon such approval and payment of the required fee, the application shall be deemed to be filed with the secretary of state and the foreign limited partnership shall be deemed to be registered to do business in the commonwealth. The secretary of state shall keep the records and have the duties with respect to foreign limited partnerships as are provided in subsection 6 of section 15.03 of subdivision A of Part 15 of chapter 156D relative to foreign corporations.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109 - Limited Partnership › Section 52 - Resident Agent

Section 52. A foreign limited partnership doing business in the commonwealth shall appoint a resident agent as its true and lawful attorney upon whom all lawful process in any action or proceeding against the foreign limited partnership in the commonwealth may be served. Sections 15.07, 15.08 and 15.09 of chapter 156D relative to the appointment and qualifications of a resident agent shall be applicable to the appointment of a resident agent pursuant to this section.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109 - Limited Partnership › Section 53 - Correction or Amendment of False or Changed Statements in Application for Registration of Foreign Limited Partnership

Section 53. If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file in the office of the secretary of state a certificate, signed and sworn to by a general partner, correcting or amending such statement.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109 - Limited Partnership › Section 54 - Cancellation of Registration of Foreign Limited Partnership; Certificate of Withdrawal

Section 54. The registration of a foreign limited partnership doing business in the commonwealth shall be cancelled in the manner and at such times as are provided in section ten except that the cancellation shall be signed by a general partner. A foreign limited partnership doing business in this commonwealth may withdraw from the commonwealth by submitting to the secretary of state a certificate of withdrawal, in such form as the secretary of state shall require, signed and sworn to by a general partner, stating:
(1) the name of the foreign limited partnership and, if different, the name under which it is registered and doing business in the commonwealth;
(2) the business address of its principal office;
(3) the business address of its principal office in the commonwealth, if any, and the name and business address of its resident agent in the commonwealth;
(4) that the foreign limited partnership is not doing business in the commonwealth; and
(5) that all taxes and fees owed the commonwealth have been paid or provided for.
The secretary of state shall examine and endorse his approval on the certificate of withdrawal if he determines that the certificate complies with this section. Upon such approval and payment of the required fee, the certificate of withdrawal shall be deemed to be 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 55 - Failure to Register of Foreign Limited Partnership; Capacity to Sue and Be Sued; Secretary of State as Attorney of Unregistered or Withdrawn Partnerships

Section 55. (a) A foreign limited partnership doing business in the commonwealth which fails to register with the secretary of state shall be subject to subdivision A of section 15.02 of chapter 156D relative to foreign corporations.
(b) Foreign limited partnership shall be liable to be sued and to have their property attached in the same manner and to the same extent as individuals who are residents of other jurisdictions. Every foreign limited partnership doing business in the commonwealth without having registered as prescribed in this section and every foreign limited partnership which shall have withdrawn from the commonwealth shall be considered to have appointed the secretary of state to be its true and lawful attorney upon whom all lawful process in any action or proceeding in the commonwealth may be served in the manner set forth in subsections (d), (e), (f) and (g) of section 15.10 of Part 15 of chapter 156D relative to foreign corporations.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109 - Limited Partnership › Section 56 - Right of Action by Limited Partner

Section 56. A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109 - Limited Partnership › Section 57 - Proper Plaintiff

Section 57. In a derivative action, the plaintiff must be a partner at the time of bringing the action and (1) at the time of the transaction of which he complains or (2) his status as a partner had devolved upon him by operation of law or pursuant to the terms of the partnership agreement from a person who was a 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 59 - Expenses in Successful Action

Section 59. If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, and shall direct him to remit to the limited partnership the remainder of those proceeds received by him.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109 - Limited Partnership › Section 61 - Fees

Section 61. The fee for filing in the office of the secretary of state of any original certificate of limited partnership or application for registration as a foreign limited partnership shall be one hundred and fifty dollars. The fee for filing a certificate of amendment, cancellation or withdrawal shall be seventy-five dollars. The fee for the reservation of a name or the extension of a reservation shall be ten dollars.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109 - Limited Partnership › Section 63 - Annual Report; Fee

Section 63. (a) Each domestic or foreign limited partnership authorized to transact business in the commonwealth shall file an annual report with the state secretary on or before the anniversary date of the filing of the certificate of limited partnership. The annual report shall contain all information required to be included in the certificate of limited partnership.
(b) The fee for filing the annual report shall be $500 if the report is filed on paper or by facsimile. The fee for filing the annual report electronically shall be $450.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109 - Limited Partnership › Section 64 - Administrative Dissolution; Grounds; Notice; Wind Up and Liquidation of Affairs

Section 64. (a) The state secretary may commence a proceeding to dissolve a limited partnership if:
(1) the limited partnership has failed for 2 consecutive years to comply with the laws requiring the filing of annual reports; or
(2) he is satisfied that the limited partnership has become inactive and its dissolution would be in the public interest.
(b) If the state secretary determines that grounds exist under subsection (a), he shall serve the limited partnership with written notice of his determination. The notice shall be sent to the address of the office in the commonwealth required by clause (1) of section 4. If, within 90 days after the notice, the limited partnership fails to correct each ground for dissolution or fails to demonstrate to the reasonable satisfaction of the state secretary that each ground determined by the state secretary does not exist, the state secretary shall administratively dissolve the limited partnership.
(c) A limited partnership administratively dissolved continues in existence but shall not carry on any business except that necessary to wind up and liquidate its affairs.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109 - Limited Partnership › Section 65 - Revocation of Authority of Foreign Limited Partnership to Transact Business in Commonwealth; Notice; Effective Date

Section 65. (a) The state secretary may commence a proceeding to revoke the authority of a foreign limited partnership to transact business in the commonwealth if:
(1) the limited partnership has failed for 2 consecutive years to comply with the laws requiring the filing of annual reports; or
(2) he is satisfied that the revocation of the limited partnership's authority to transact business in the commonwealth would be in the public interest.
(b) If the state secretary determines that grounds exist under subsection (a), he shall serve the limited partnership with written notice of his determination. The notice shall be sent to the address of the foreign limited partnership. If, within 90 days after the notice, the limited partnership fails to correct each ground for revocation or fails to demonstrate to the reasonable satisfaction of state secretary that each ground determined by the state secretary does not exist, the state secretary of state shall administratively revoke the authority of the foreign limited partnership to transact business in the commonwealth.
(c) The authority of the foreign limited partnership to transact business in the commonwealth shall cease on the date the state secretary makes such revocation effective.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109 - Limited Partnership › Section 66 - Application for Reinstatement After Administrative Dissolution or Revocation of Right to Transact Business; Contents

Section 66. A limited partnership administratively dissolved under section 64 or whose authority to transact business in the commonwealth has been revoked under section 65 may apply to the state secretary for reinstatement at any time. The application for reinstatement shall:
(1) recite the name of the limited partnership and the effective date of its administrative dissolution or revocation;
(2) state that the grounds for dissolution or revocation either did not exist or have been corrected; and
(3) state that the name of the limited partnership satisfies the requirements of section 2; provided, however, that if the state secretary determines that the application contains the full and correct information, he shall reinstate the limited partnership.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109a - Uniform Fraudulent Transfer Act › Section 3 - Insolvency; Excluded Assets

Section 3. (a) A debtor is insolvent if the sum of the debtor's debts is greater than all of the debtor's assets, at a fair valuation.
(b) A debtor who is generally not paying his debts as they become due is presumed to be insolvent.
(c) A partnership is insolvent under subsection (a) if the sum of the partnership's debts is greater than the aggregate, at a fair valuation, of all of the partnership's assets, and the sum of the excess of the value of each general partner's nonpartnership assets over the partner's nonpartnership debts.
(d) Assets under this section shall not include property that has been transferred, concealed, or removed with intent to hinder, delay, or defraud creditors or that has been transferred in a manner making the transfer voidable under this chapter.
(e) Debts under this section shall not include an obligation to the extent it is secured by a valid lien on property of the debtor not included as an asset.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109a - Uniform Fraudulent Transfer Act › Section 4 - Value of Transfer

Section 4. (a) Value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or an antecedent debt is secured or satisfied, but value does not include an unperformed promise made otherwise than in the ordinary course of the promisor's business to furnish support to the debtor or another person.
(b) For the purposes of paragraph (2) of subsection (a) of section five and section six, a person gives a reasonably equivalent value if the person acquires an interest of the debtor in an asset pursuant to a regularly conducted, noncollusive foreclosure sale or execution of a power of sale for the acquisition or disposition of the interest of the debtor upon default under a mortgage, deed of trust, or security agreement.
(c) A transfer is made for present value if the exchange between the debtor and the transferee is intended by them to be contemporaneous and is in fact substantially contemporaneous.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109a - Uniform Fraudulent Transfer Act › Section 5 - Fraudulent Transfer or Obligation Where Creditor's Claim Arose Before or After Transfer or Obligation

Section 5. (a) A transfer made or obligation incurred by a debtor is fraudulent as to a creditor, whether the creditor's claim arose before or after the transfer was made or the obligation was incurred, if the debtor made the transfer or incurred the obligation:
(1) with actual intent to hinder, delay, or defraud any creditor of the debtor; or
(2) without receiving a reasonably equivalent value in exchange for the transfer or obligation, and the debtor:
(i) was engaged or was about to engage in a business or a transaction for which the remaining assets of the debtor were unreasonably small in relation to the business or transaction; or
(ii) intended to incur, or believed or reasonably should have believed that he would incur, debts beyond his ability to pay as they became due.
(b) In determining actual intent under paragraph (1) of subsection (a), consideration may be given, among other factors, to whether:
(1) the transfer or obligation was to an insider;
(2) the debtor retained possession or control of the property transferred after the transfer;
(3) the transfer or obligation was disclosed or concealed;
(4) before the transfer was made or obligation was incurred, the debtor had been sued or threatened with suit;
(5) the transfer was of substantially all the debtor's assets;
(6) the debtor absconded;
(7) the debtor removed or concealed assets;
(8) the value of the consideration received by the debtor was reasonably equivalent to the value of the asset transferred or the amount of the obligation incurred;
(9) the debtor was insolvent or became insolvent shortly after the transfer was made or the obligation was incurred;
(10) the transfer occurred shortly before or shortly after a substantial debt was incurred; and
(11) the debtor transferred the essential assets of the business to a lienor who transferred the assets to an insider of the debtor.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109a - Uniform Fraudulent Transfer Act › Section 6 - Fraudulent Transfer or Obligation Where Creditor's Claim Arose Before Transfer or Obligation

Section 6. (a) A transfer made or obligation incurred by a debtor is fraudulent as to a creditor whose claim arose before the transfer was made or the obligation was incurred if the debtor made the transfer or incurred the obligation without receiving a reasonably equivalent value in exchange for the transfer or obligation and the debtor was insolvent at that time or the debtor became insolvent as a result of the transfer or obligation.
(b) A transfer made by a debtor is fraudulent as to a creditor whose claim arose before the transfer was made if the transfer was made to an insider for an antecedent debt, the debtor was insolvent at that time, and the insider had reasonable cause to believe that the debtor was insolvent.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109a - Uniform Fraudulent Transfer Act › Section 7 - Transfer; Definition

Section 7. For the purposes of this chapter:
(1) a transfer is made:
(i) with respect to an asset that is real property other than a fixture, but including the interest of a seller or purchaser under a contract for the sale of the asset, when the transfer is so far perfected that a good-faith purchaser of the asset from the debtor against whom applicable law permits the transfer to be perfected cannot acquire an interest in the asset that is superior to the interest of the transferee; and
(ii) with respect to an asset that is not real property or that is a fixture, when the transfer is so far perfected that a creditor on a simple contract cannot acquire a judicial lien otherwise than under this chapter that is superior to the interest of the transferee;
(2) if applicable law permits the transfer to be perfected as provided in paragraph (1) and the transfer is not so perfected before the commencement of an action for relief under this chapter, the transfer shall be deemed made immediately before the commencement of the action;
(3) if applicable law does not permit the transfer to be perfected as provided in paragraph (1), the transfer is made when it becomes effective between the debtor and the transferee;
(4) a transfer is not made until the debtor has acquired rights in the asset transferred;
(5) an obligation is incurred:
(i) if oral, when it becomes effective between the parties; or
(ii) if evidenced by a writing, when the writing executed by the obligor is delivered to or for the benefit of the obligee.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109a - Uniform Fraudulent Transfer Act › Section 8 - Creditor's Remedies

Section 8. (a) In an action for relief against a transfer or obligation under this chapter, a creditor, subject to the limitations in section nine, may obtain:
(1) avoidance of the transfer or obligation to the extent necessary to satisfy the creditor's claim;
(2) an attachment or other provisional remedy against the asset transferred or other property of the transferee in accordance with the applicable procedure set forth in chapter two hundred and fourteen for actions to reach and apply chapter two hundred and twenty-three for attachments, and chapter two hundred and forty-six for trustee process and in accordance with applicable rules of civil procedure;
(3) subject to applicable principles of equity and in accordance with applicable rules of civil procedure,
(i) an injunction against further disposition by the debtor or a transferee, or both, of the asset transferred or of other property;
(ii) appointment of a receiver to take charge of the asset transferred or of other property of the transferee; or
(iii) any other relief the circumstances may require.
(b) If a creditor has obtained a judgment on a claim against the debtor, the creditor, if the court so orders, may levy execution on the asset transferred or its proceeds.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109a - Uniform Fraudulent Transfer Act › Section 9 - Voidable Transfers; Creditor's Judgment

Section 9. (a) A transfer or obligation is not voidable under paragraph (1) of subsection (a) of section five against a person who took in good-faith and for a reasonably equivalent value or against any subsequent transferee or obligee.
(b) Except as otherwise provided in this section, to the extent a transfer is voidable in an action by a creditor under paragraph (1) of subsection (a) of section eight, the creditor may recover judgment for the value of the asset transferred, as adjusted under subsection (c), or the amount necessary to satisfy the creditor's claim, whichever is less. The judgment may be entered against:
(1) the first transferee of the asset or the person for whose benefit the transfer was made; or
(2) any subsequent transferee other than a good-faith transferee or obligee who took for value or from any subsequent transferee or obligee.
(c) If the judgment under subsection (b) is based upon the value of the asset transferred, the judgment shall be for an amount equal to the value of the asset at the time of the transfer, subject to adjustment as the equities may require.
(d) Notwithstanding voidability of a transfer or an obligation under this chapter, a good-faith transferee or obligee is entitled, to the extent of the value given the debtor for the transfer or obligation, to
(1) a lien on or a right to retain any interest in the asset transferred;
(2) enforcement of any obligation incurred; or
(3) a reduction in the amount of the liability on the judgment.
(e) A transfer is not voidable under paragraph (2) of subsection (a) of section five or section six if the transfer results from:
(1) termination of a lease upon default by the debtor when the termination is pursuant to the lease and applicable law; or
(2) enforcement of a security interest in compliance with Article 9 of chapter one hundred and six.
(f) A transfer is not voidable under subsection (b) of section six:
(1) to the extent the insider gave new value to or for the benefit of the debtor after the transfer was made unless the new value was secured by a valid lien;
(2) if made in the ordinary course of business or financial affairs of the debtor and the insider; or
(3) if made pursuant to a good-faith effort to rehabilitate the debtor and the transfer secured present value given for that purpose as well as an antecedent debt of the debtor.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109a - Uniform Fraudulent Transfer Act › Section 10 - Limitation of Actions

Section 10. A cause of action with respect to a fraudulent transfer or obligation under this chapter shall be extinguished unless action is brought:
(a) under paragraph (1) of subsection (a) of section five, within four years after the transfer was made or the obligation was incurred or, if later, within one year after the transfer or obligation was or could reasonably have been discovered by the claimant;
(b) under paragraph (2) of subsection (a) of section five or subsection (a) of section six, within four years after the transfer was made or the obligation was incurred; or
(c) under subsection (b) of section six, within one year after the transfer was made or the obligation was incurred.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 109a - Uniform Fraudulent Transfer Act › Section 11 - Application of Principles of Law and Equity

Section 11. Unless otherwise required by the provisions of this chapter, the principles of law and equity, including the law merchant and the law relating to principal and agent, estoppel, laches, fraud, misrepresentation, duress, coercion, mistake, insolvency, or other validating or invalidating cause, shall supplement its provisions.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 110 - Labels, Trade Marks, Names and Registration Thereof › Section 1 - Definitions

Section 1. The following words as used in this chapter, in addition to their ordinary meaning, shall, unless the context otherwise requires, have the meanings respectively given herein:
''Beverage'', milk, cream, soda water, mineral or aerated water, ale, beer, ginger ale or similar beverages;
''Can'', jug, bottle and jar;
''Vessel'', can, jug, bottle, jar, siphon, fountain and box.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 110 - Labels, Trade Marks, Names and Registration Thereof › Section 4 - Use of Name of Person Formerly Connected With Business

Section 4. A person who conducts business in the commonwealth shall not assume or continue to use in his business the name of a person formerly connected with him in partnership or the name of any other person, either alone or in connection with his own or with any other name or designation, without the consent in writing of such person or of his legal representatives.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 110 - Labels, Trade Marks, Names and Registration Thereof › Section 4a - Use of Word ''corporation'' or ''incorporated'' by Individual or Partnership

Section 4A. No individual, unincorporated association or partnership shall assume or use in the name or title under which his or its business is transacted the word ''corporation'' or ''incorporated'' or any abbreviated form thereof or any word or phrase which may lead the public to believe that such individual, unincorporated association or partnership is a corporation.