reglab/statecodes huggingface dataset:
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 9 - Secured Transactions › Section 9-703 - Security Interest Perfected Before Effective Date

Section 9–703. (a) Continuing priority over lien creditor: perfection requirements satisfied. A security interest that is enforceable immediately before this act takes effect and would have priority over the rights of a person that becomes a lien creditor at that time is a perfected security interest under this act if, when this act takes effect, the applicable requirements for enforceability and perfection under this act are satisfied without further action.
(b) Continuing priority over lien creditor: perfection requirements not satisfied. Except as otherwise provided in Section 9–705, if, immediately before this act takes effect, a security interest is enforceable and would have priority over the rights of a person that becomes a lien creditor at that time, but the applicable requirements for enforceability or perfection under this act are not satisfied when this act takes effect, the security interest:
(1) is a perfected security interest for 1 year after this act takes effect;
(2) remains enforceable thereafter only if the security interest becomes enforceable under Section 9–203 before the year expires; and
(3) remains perfected thereafter only if the applicable requirements for perfection under this act are satisfied before the year expires.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 9 - Secured Transactions › Section 9-704 - Security Interest Unperfected Before Effective Date

Section 9–704. A security interest that is enforceable immediately before this act takes effect but which would be subordinate to the rights of a person that becomes a lien creditor at that time:
(1) remains an enforceable security interest for 1 year after this act takes effect;
(2) remains enforceable thereafter if the security interest becomes enforceable under Section 9–203 when this act takes effect or within 1 year thereafter; and
(3) becomes perfected:
(A) without further action, when this act takes effect if the applicable requirements for perfection under this act are satisfied before or at that time; or
(B) when the applicable requirements for perfection are satisfied if the requirements are satisfied after that time.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 9 - Secured Transactions › Section 9-706 - When Initial Financing Statement Suffices to Continue Effectiveness of Financing Statement

Section 9–706. (a) Initial financing statement in lieu of continuation statement. The filing of an initial financing statement in the office specified in Section 9–501 continues the effectiveness of a financing statement filed before this act takes effect if:
(1) the filing of an initial financing statement in that office would be effective to perfect a security interest under this act;
(2) the pre-effective-date financing statement was filed in an office in another state or another office in the commonwealth; and
(3) the initial financing statement satisfies subsection (c).
(b) Period of continued effectiveness. The filing of an initial financing statement under subsection (a) continues the effectiveness of the pre-effective-date financing statement:
(1) if the initial financing statement is filed before this act takes effect, for the period provided in Section 9–403 of former Article 9 with respect to a financing statement; and
(2) if the initial financing statement is filed after this act takes effect, for the period provided in Section 9–515 with respect to an initial financing statement.
(c) Requirements for initial financing statement under subsection (a). To be effective for purposes of subsection (a), an initial financing statement must:
(1) satisfy the requirements of Part 5 for an initial financing statement;
(2) identify the pre-effective-date financing statement by indicating the office in which the financing statement was filed and providing the dates of filing and file numbers, if any, of the financing statement and of the most recent continuation statement filed with respect to the financing statement; and
(3) indicate that the pre-effective-date financing statement remains effective.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 9 - Secured Transactions › Section 9-707 - Amendment of Pre-Effective-Date Financing Statement

Section 9–707. (a) ''Pre-effective-date financing statement''. In this section, ''pre-effective-date financing statement'' means a financing statement filed before this act takes effect.
(b) Applicable law. After this act takes effect, a person may add or delete collateral covered by, continue or terminate the effectiveness of, or otherwise amend the information provided in, a pre-effective-date financing statement only in accordance with the law of the jurisdiction governing perfection as provided in Part 3. However, the effectiveness of a pre-effective-date financing statement also may be terminated in accordance with the law of the jurisdiction in which the financing statement is filed.
(c) Method of amending: general rule. Except as otherwise provided in subsection (d), if the law of this state governs perfection of a security interest, the information in a pre-effective-date financing statement may be amended after this act takes effect only if:
(1) the pre-effective-date financing statement and an amendment are filed in the office specified in Section 9–501;
(2) an amendment is filed in the office specified in Section 9–501 concurrently with, or after the filing in that office of, an initial financing statement that satisfies Section 9–706(c); or
(3) an initial financing statement that provides the information as amended and satisfies Section 9–706(c) is filed in the office specified in Section 9–501.
(d) Method of amending: continuation. If the law of the commonwealth governs perfection of a security interest, the effectiveness of a pre-effective-date financing statement may be continued only under Section 9–705(d) and (f) or 9–706.
(e) Method of amending: additional termination rule. Whether or not the law of the commonwealth governs perfection of a security interest, the effectiveness of a pre-effective-date financing statement filed in the commonwealth may be terminated after this act takes effect by filing a termination statement in the office in which the pre-effective-date financing statement is filed, unless an initial financing statement that satisfies Section 9–706(c) has been filed in the office specified by the law of the jurisdiction governing perfection as provided in Part 3 as the office in which to file a financing statement.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 9 - Secured Transactions › Section 9-708 - Persons Entitled to File Initial Financing Statement or Continuation Statement

Section 9–708. A person may file an initial financing statement or a continuation statement under this part if:
(1) the secured party of record authorizes the filing; and
(2) the filing is necessary under this part:
(A) to continue the effectiveness of a financing statement filed before this act takes effect; or
(B) to perfect or continue the perfection of a security interest.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 9 - Secured Transactions › Section 9-709 - Priority

Section 9–709. (a) Law governing priority. This act determines the priority of conflicting claims to collateral. However, if the relative priorities of the claims were established before this act takes effect, former Article 9 determines priority.
(b) Priority if security interest becomes enforceable under Section 9–203. For purposes of Section 9–322(a), the priority of a security interest that becomes enforceable under Section 9–203 of this act dates from the time this act takes effect if the security interest is perfected under this act by the filing of a financing statement before this act takes effect which would not have been effective to perfect the security interest under former Article 9. This subsection does not apply to conflicting security interests each of which is perfected by the filing of such a financing statement.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 9 - Secured Transactions › Section 9-802 - Savings Clause

Section 9–802. (a) Pre-effective-date transactions or liens. Except as otherwise provided in this Part, the amendatory act shall apply to a transaction or lien within its scope even if the transaction or lien was entered into or created before the effective date of the amendatory act.
(b) Pre-effective-date proceedings. This amendatory act shall not affect an action, case or proceeding commenced before the effective date of the amendatory act.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 9 - Secured Transactions › Section 9-803 - Security Interest Perfected Before Effective Date

Section 9–803. (a) Continuing perfection: perfection requirements satisfied. A security interest that is a perfected security interest immediately before the effective date of the amendatory act is a perfected security interest under this Article if, on the effective date of the amendatory act, the applicable requirements for attachment and perfection under this Article as amended by the amendatory act are satisfied without further action.
(b) Continuing perfection: perfection requirements not satisfied. Except as otherwise provided in Section 9–805, if immediately before the effective date of the amendatory act, a security interest is a perfected security interest, but the applicable requirements for perfection under this Article as amended by the act are not satisfied on such effective date, the security interest remains perfected thereafter only if the applicable requirements for perfection under this Article as amended by the amendatory act are satisfied within 1 year after the effective date of the amendatory act.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 9 - Secured Transactions › Section 9-804 - Security Interest Unperfected Before Effective Date

Section 9–804. A security interest that is an unperfected security interest immediately before the effective date of the amendatory act becomes a perfected security interest:
(1) without further action, on the effective date of the amendatory act if the applicable requirements for perfection under this Article as amended by the amendatory act are satisfied before or at that time; or
(2) when the applicable requirements for perfection are satisfied if the requirements are satisfied after that time.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 9 - Secured Transactions › Section 9-806 - When Initial Financing Statement Suffices to Continue Effectiveness of Financing Statement

Section 9–806. (a) Initial financing statement in lieu of continuation statement. The filing of an initial financing statement in the office specified in section 9–501 continues the effectiveness of a financing statement filed before the effective date of the amendatory act if:
(1) the filing of an initial financing statement in that office would be effective to perfect a security interest under this Article as amended by the amendatory act;
(2) the pre-effective-date financing statement was filed in an office in another state; and
(3) the initial financing statement satisfies subsection (c).
(b) Period of continued effectiveness. The filing of an initial financing statement under subsection (a) continues the effectiveness of the pre-effective-date financing statement if:
(1) the initial financing statement is filed before the effective date of the amendatory act, for the period provided in section 9–515 before the effective date of the amendatory act took effect with respect to an initial financing statement; and
(2) the initial financing statement is filed after the effective date of the amendatory act for the period provided in section 9–515 as amended by the amendatory act with respect to an initial financing statement.
(c) Requirements for initial financing statement under subsection (a). To be effective for purposes of subsection (a), an initial financing statement shall:
(1) satisfy the requirements of Part 5 as amended by the amendatory act for an initial financing statement;
(2) identify the pre-effective-date financing statement by indicating the office in which the financing statement was filed and providing the dates of filing and file numbers, if any, of the financing statement and of the most recent continuation statement filed with respect to the financing statement; and
(3) indicate that the pre-effective-date financing statement remains effective.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 9 - Secured Transactions › Section 9-807 - Amendment of Pre&ndash;effective Date Financing Statement

Section 9–807. (a) ''Pre-effective-date financing statement''. In this section, ''pre-effective-date financing statement'' means a financing statement filed before the effective date of the amendatory act.
(b) Applicable law. After the effective date of the amendatory act, a person may add or delete collateral covered by, continue or terminate the effectiveness of, or otherwise amend the information provided in, a pre-effective-date financing statement only in accordance with the law of the jurisdiction governing perfection as provided in this Article as amended by the amendatory act. However, the effectiveness of a pre-effective-date financing statement may also be terminated in accordance with the law of the jurisdiction in which the financing statement is filed.
(c) Method of amending: general rule. Except as otherwise provided in subsection (d), if the law of the commonwealth governs perfection of a security interest, the information in a pre-effective-date financing statement may be amended after the effective date of the amendatory act only if:
(1) the pre-effective-date financing statement and an amendment are filed in the office specified in section 9–501;
(2) an amendment is filed in the office specified in section 9–501 concurrently with, or after the filing in that office of, an initial financing statement that satisfies section 9–806(c); or
(3) an initial financing statement that provides the information as amended and satisfies section 9–806(c) is filed in the office specified in section 9–501.
(d) Method of amending: continuation. If the law of the commonwealth governs perfection of a security interest, the effectiveness of a pre-effective-date financing statement may be continued only under section 9–805(c), 9–805(e) or 9–806.
(e) Method of amending: additional termination rule. Whether or not the law of the commonwealth governs perfection of a security interest, the effectiveness of a pre-effective-date financing statement filed in the commonwealth may be terminated after the effective date of the amendatory act by filing a termination statement in the office in which the pre-effective-date financing statement is filed, unless an initial financing statement that satisfies section 9–806(c) has been filed in the office specified by the law of the jurisdiction governing perfection as provided in this Article 9 as amended by the amendatory act as the office in which to file a financing statement.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 9 - Secured Transactions › Section 9-808 - Person Entitled to File Initial Financing Statement or Continuation Statement

Section 9–808. A person may file an initial financing statement or a continuation statement under this part if:
(1) the secured party of record authorizes the filing; and
(2) the filing is necessary under this part:
(A) to continue the effectiveness of a financing statement filed before the effective date of the act; or
(B) to perfect or continue the perfection of a security interest.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 106 - Uniform Commercial Code › Article 9 - Secured Transactions › Section 9-809 - Priority

Section 9–809. The amendatory act shall determine the priority of conflicting claims to collateral. However, if the relative priorities of the claims were established before the effective date of the amendatory act, this article in effect before the effective date of the amendatory act shall determine priority.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 107 - Money and Registration, Issuance and Redemption of Bonds and Other Securities, Facsimile Signatures › Section 1 - Money of Account

Section 1. The money of account of the commonwealth shall be the dollar, cent and mill. Proceedings in court, accounts in the public offices and other public accounts shall be had and kept in accordance herewith.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 107 - Money and Registration, Issuance and Redemption of Bonds and Other Securities, Facsimile Signatures › Section 2 - Accounts, Notes, Bonds or Other Instruments Expressed in Other Moneys

Section 2. The preceding section shall not vitiate or affect an account, charge or entry made, or a note, bond or other instrument expressed in any other money of account; but in a suit thereon such other money shall be reduced to dollars and fractions thereof.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 107 - Money and Registration, Issuance and Redemption of Bonds and Other Securities, Facsimile Signatures › Section 3 - Rate of Interest

Section 3. If there is no agreement or provision of law for a different rate, the interest of money shall be at the rate of six dollars on each hundred for a year, but, except as provided in sections seventy-eight, ninety, ninety-two, ninety-six and one hundred of chapter one hundred and forty, it shall be lawful to pay, reserve or contract for any rate of interest or discount. No greater rate than that before mentioned shall be recovered in a suit unless the agreement to pay it is in writing.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 107 - Money and Registration, Issuance and Redemption of Bonds and Other Securities, Facsimile Signatures › Section 4 - Issuance of Registered Bonds

Section 4. A county, city, town or district or any corporation organized under the laws of the commonwealth may, at the request of the owner or holder of a bond, promissory note or certificate of indebtedness issued by it payable to bearer, at any time more than one year before maturity thereof, issue in exchange therefor a bond, note or certificate of the same effect, payable to the owner or holder by name. Coupon or registered bonds, notes or certificates of a city, town or district may be surrendered to the city, town or district treasurer for cancellation and in exchange therefor one or more registered bonds, notes or certificates having the same maturity and rate of interest, may be issued to the same or to a new owner or owners. In cities, such new bonds, notes or certificates shall be signed by the treasurer and countersigned by the city auditor or comptroller and the mayor, or their successors in office. In towns, such new bonds, notes or certificates shall be signed by the treasurer and countersigned by a majority of the selectmen. In districts, such new bonds, notes or certificates shall be signed by the treasurer and countersigned by the prudential committee or other body exercising similar powers. The expense involved in surrendering and in making the cancellation and reissue of any bond, promissory note or certificate of indebtedness under this section or under any other law applicable thereto shall be borne by the party requesting such cancellation and reissue.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 107 - Money and Registration, Issuance and Redemption of Bonds and Other Securities, Facsimile Signatures › Section 7 - Issuance, Negotiation or Sale of Bonds, Certificates or Obligations Redeemable in Numerical Order

Section 7. No person shall issue, negotiate or sell any bonds, certificates or obligations of any kind, which are by the terms thereof to be redeemed in numerical order or in any arbitrary order of precedence without reference to the amount previously paid thereon by the holder thereof, whether they are sold on the instalment plan or otherwise, nor shall any person redeem any bonds, certificates or obligations in such order, whether they are sold on the instalment plan or otherwise.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 107 - Money and Registration, Issuance and Redemption of Bonds and Other Securities, Facsimile Signatures › Section 8 - Penalties

Section 8. Violations of the preceding section shall be punished by a fine of not more than two thousand dollars or by imprisonment for not more than one year. Any such violation, if by a domestic corporation, shall operate as a forfeiture of its franchise and, if by a foreign corporation, association or organization, as a discontinuance of its right to do business in the commonwealth; and the supreme judicial or superior court, upon the application of the state secretary, may enjoin such foreign corporation, association or organization from further continuing its business in the commonwealth. The court may appoint a receiver to take possession of the property of such corporation, association or organization, and to close up the business, subject to the order of the court.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 107 - Money and Registration, Issuance and Redemption of Bonds and Other Securities, Facsimile Signatures › Section 10 - Determination of Damages in Contract Action

Section 10. In an action on a contract, other than a bill of exchange, for the payment of money beyond the limits of the United States, the amount to be recovered by the creditor shall be determined by the current rate of exchange on the date when such contract becomes due, with interest from such date.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 107 - Money and Registration, Issuance and Redemption of Bonds and Other Securities, Facsimile Signatures › Section 13 - Certification of Protest by Notary; Prima Facie Evidence

Section 13. The protest of a bill of exchange, promissory note or order for the payment of money certified by a notary public under his hand and official seal shall be prima facie evidence of the facts stated in such protest, and of the giving of notice to the drawer or endorser.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 107 - Money and Registration, Issuance and Redemption of Bonds and Other Securities, Facsimile Signatures › Section 45a - Use of Facsimile Signatures on Checks Drawn by Treasurers of Public Bodies

Section 45A. The treasurer of a public body shall, without further authority than that contained in this section, have power to use a facsimile machine for the purpose of affixing his signature to any check drawn by him in the name and behalf of the public body on any bank or trust company having funds of the public body on deposit. Any such bank or trust company, in addition to any other rights which it may have as drawee, may, in the absence of connivance or neglect on its part, pay and charge to the account upon which it is drawn every check drawn on such bank or trust company which check (1) bears on the part of the public body as drawer, regardless of by whom affixed, a facsimile signature of its treasurer made from the same plate as a specimen facsimile furnished by such treasurer to such bank or trust company, and (2) is inoperative solely because such facsimile signature was affixed without the authority of such treasurer. The treasurer of the public body shall be accountable on his official bond to the public body for the amount of every such check so paid and charged which bears a date within the period he is in office, whether or not such check is so paid and charged within such period. As used in this section, the term ''public body'' shall be deemed to include the commonwealth, and every county, city, town, district, authority or other political subdivision or governmental unit; and the term ''treasurer'' shall be deemed to include any person authorized by statute, ordinance or by-law, or in other lawful manner, to sign or countersign checks for the purpose of disbursing funds of the public body.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 108 - Criminal Offences Relative to Bills of Lading › Section 42 - Fraudulent Issuance or Aiding in Issuance; Penalty; Bill of Lading Defined

Section 42. An officer, agent or servant of a carrier, who with intent to defraud issues, or aids in issuing, a bill of lading knowing that all or any part of the goods for which it is issued have not been received by the carrier, or by an agent of such carrier or by a connecting carrier, or are not under the carrier's control at the time of issuing the same, shall be punished by a fine of not more than five thousand dollars or imprisonment in the state prison for not more than five years or in a jail or house of correction for not more than two and one half years, or both. The word bill as used in sections forty-three to forty-eight, inclusive, shall mean ''bill of lading''.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 108 - Criminal Offences Relative to Bills of Lading › Section 43 - False Statement in Bill

Section 43. An officer, agent, or servant of a carrier, who with intent to defraud issues, or aids in issuing, a bill for goods, knowing that it contains a false statement, shall be punished by a fine of not more than one thousand dollars or by imprisonment for not more than one year, or both.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 108 - Criminal Offences Relative to Bills of Lading › Section 44 - Issuance of Unmarked Duplicate Bill

Section 44. An officer, agent or servant of a carrier, who with intent to defraud issues, or aids in issuing, a duplicate or additional negotiable bill for goods in violation of section seven—four hundred and two of chapter one hundred and six, knowing that a former negotiable bill for the same goods or any part of them is outstanding and uncancelled, shall be punished by a fine of not more than five thousand dollars or by imprisonment in the state prison for not more than five years or in a jail or house of correction for not more than two and one half years, or both.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 108 - Criminal Offences Relative to Bills of Lading › Section 45 - Negotiation of Bill for Goods Subject to Mortgage or Lien

Section 45. A person who ships goods to which he has not title, or upon which there is a lien or mortgage, and who takes for such goods a negotiable bill which he afterward negotiates for value with intent to deceive, and without disclosing his want of title or the existence of the lien or mortgage, shall be punished by a fine of not more than one thousand dollars or by imprisonment for not more than one year, or both.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 108 - Criminal Offences Relative to Bills of Lading › Section 46 - Negotiation or Transfer of Bill When Goods Not in Carrier's Possession

Section 46. A person who with intent to deceive negotiates or transfers for value a bill, knowing that any or all of the goods which by its terms appear to have been received for transportation by the carrier which issued the bill, are not in the possession or control of such carrier, or of a connecting carrier, without disclosing this fact, shall be punished by a fine of not more than five thousand dollars or by imprisonment in the state prison for not more than five years or in a jail or house of correction for not more than two and one half years, or both.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 108 - Criminal Offences Relative to Bills of Lading › Section 47 - Inducing Carrier to Issue Bill When Goods Have Not Been Received

Section 47. A person who with intent to defraud secures the issue by a carrier of a bill, knowing that at the time of such issue, any or all of the goods described in such bill as received for transportation have not been so received by such carrier, or by an agent of such carrier or a connecting carrier, or are not under the carrier's control, by inducing an officer, agent, or servant of such carrier falsely to believe that such goods have been so received or are under the carrier's control, shall be punished by a fine of not more than five thousand dollars or by imprisonment in the state prison for not more than five years or in a jail or house of correction for not more than two and one half years, or both.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 108 - Criminal Offences Relative to Bills of Lading › Section 48 - Issuance of Unmarked Non-Negotiable Bill

Section 48. A person who with intent to defraud issues, or aids in issuing, a non-negotiable bill without the words ''not negotiable'' placed plainly upon the face thereof, shall be punished by a fine not exceeding five thousand dollars or by imprisonment in the state prison for not more than five years or in a jail or house of correction for not more than two and one half years, or both.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 108a - Partnerships › Section 2 - Definitions

Section 2. In this chapter, ''court'' includes every court and judge having jurisdiction in the case.
''Business'' includes every trade, occupation, or profession.
''Bankrupt'' includes bankrupt under the Federal Bankruptcy Act or insolvent under any state insolvent law.
''Conveyance'' includes every assignment, lease, mortgage or encumbrance.
''Foreign registered limited liability partnership'', a registered limited liability partnership or a limited liability partnership formed pursuant to an agreement governed by the laws of another jurisdiction.
''Real property'', includes land or any interest or estate in land.
''Registered limited liability partnership'', a partnership registered under section forty-five and complying with section forty-six.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 108a - Partnerships › Section 3 - Knowledge and Notice; Definition

Section 3. (1) A person has ''knowledge'' of a fact within the meaning of this chapter, not only when he has actual knowledge thereof, but also when he has knowledge of such other facts as in the circumstances show bad faith.
(2) A person has ''notice'' of a fact within the meaning of this chapter when the person who claims the benefit of the notice.
(a) States the fact to such person, or
(b) Delivers through the mail, or by other means of communication, a written statement of the fact to such person or to a proper person at his place of business or residence.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 108a - Partnerships › Section 4 - Interpretation and Construction

Section 4. (1) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.
(2) The law of estoppel shall apply under this chapter.
(3) The law of agency shall apply under this chapter.
(4) This chapter shall be so interpreted and construed as to effect its general purpose to make uniform the law of those states which enact it.
(5) This chapter shall not be construed so as to impair the obligations of any contract existing on January first, nineteen hundred and twenty-three, nor to affect any action or proceedings begun or right accrued before said date.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 108a - Partnerships › Section 6 - Partnership, Defined; Application to Prior Associations; Limited Partnerships

Section 6. (1) A partnership is an association of two or more persons to carry on as co-owners a business for profit and includes, for all purposes of the laws of the commonwealth, a registered limited liability partnership.
(2) But any association formed under any other statute of this state, or any statute adopted by authority, other than the authority of this state, is not a partnership under this chapter, unless such association would have been a partnership in this state prior to January first, nineteen hundred and twenty-three; but this chapter shall apply to limited partnerships except in so far as the statutes relating to such partnerships are inconsistent herewith.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 108a - Partnerships › Section 7 - Rules for Determining Existence of Partnership

Section 7. In determining whether a partnership exists, these rules shall apply:
(1) Except as provided by section sixteen persons who are not partners as to each other are not partners as to third persons.
(2) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not of itself establish a partnership, whether such co-owners do or do not share any profits made by the use of the property.
(3) The sharing of gross returns does not of itself establish a partnership, whether or not the persons sharing them have a joint or common right or interest in any property from which the returns are derived.
(4) The receipt by a person of a share of the profits of a business is prima facie evidence that he is a partner in the business, but no such inference shall be drawn if such profits were received in payment:
(a) Of a debt by instalments or otherwise,
(b) As wages of an employee or rent to a landlord,
(c) As an annuity to a widow or representative of a deceased partner,
(d) As interest on a loan, though the amount of payment vary with the profits of the business,
(e) As the consideration for the sale of the good will of a business or other property by instalments or otherwise.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 108a - Partnerships › Section 8 - Partnership Property; Acquisition and Conveyance

Section 8. (1) All property originally brought into the partnership stock or subsequently acquired, by purchase or otherwise, on account of the partnership is partnership property.
(2) Unless the contrary intention appears, property acquired with partnership funds is partnership property.
(3) Any estate in real property may be acquired in the partnership name. Title so acquired can be conveyed only in the partnership name.
(4) A conveyance to a partnership in the partnership name, though without words of inheritance, passes the entire estate of the grantor unless a contrary intent appears.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 108a - Partnerships › Section 9 - Partner as Agent of Partnership; Authority

Section 9. (1) Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usual way the business of the partnership of which he is a member binds the partnership, unless the partner so acting has in fact no authority to act for the partnership in the particular matter, and the person with whom he is dealing has knowledge of the fact that he has no such authority.
(2) An act of a partner which is not apparently for the carrying on of the business of the partnership in the usual way does not bind the partnership unless authorized by the other partners.
(3) Unless authorized by the other partners or unless they have abandoned the business, one or more but less than all the partners have no authority to:
(a) Assign the partnership property in trust for creditors or on the assignee's promise to pay the debts of the partnership,
(b) Dispose of the good will of the business,
(c) Do any other act which would make it impossible to carry on the ordinary business of the partnership,
(d) Confess a judgment,
(e) Submit a partnership claim or liability to arbitration or reference.
(4) No act of a partner in contravention of a restriction on his authority shall bind the partnership to persons having knowledge of the restriction.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 108a - Partnerships › Section 12 - Notice to and Knowledge of Partner; Imputation to Partnership

Section 12. Notice to any partner of any matter relating to partnership affairs, and the knowledge of the partner acting in the particular matter, acquired while a partner or then present to his mind, and the knowledge of any other partner who reasonably could and should have communicated it to the acting partner operate as notice to or knowledge of the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 108a - Partnerships › Section 13 - Liability of Partnership for Wrongful Acts of Partners

Section 13. Where, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership, or with the authority of his co-partners, loss or injury is caused to any person, not being a partner in the partnership, or any penalty is incurred, the partnership is liable therefor to the same extent as the partner so acting or omitting to act.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 108a - Partnerships › Section 14 - Liability of Partnership for Partner's Misapplication of Money or Property

Section 14. The partnership is bound to make good the loss:
(a) Where one partner acting within the scope of his apparent authority receives money or property of a third person and misapplies it; and
(b) Where the partnership in the course of its business receives money or property of a third person and the money or property so received is misapplied by any partner while it is in the custody of the partnership.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 108a - Partnerships › Section 15 - Joint and Several Liability of Partners

Section 15. (1) Except as provided in paragraph (2), all partners are liable:
(a) Jointly and severally for everything chargeable to the partnership under sections thirteen and fourteen.
(b) Jointly for all other debts and obligations of the partnership; but any partner may enter into a separate obligation to perform a partnership contract.
(2) Subject to the provisions of paragraph (3), a partner in a registered limited liability partnership shall not be personally liable directly or indirectly, including, without limitation, by way of indemnification, contribution, assessment or otherwise, for debts, obligations and liabilities of or chargeable to such partnership, whether in tort, contract or otherwise arising while the partnership is a registered limited liability partnership.
(3) Paragraph (2) shall not affect (a) the liability of a partner in a registered limited liability partnership arising in whole or in part from such partner's own negligence, wrongful acts, errors or omissions, (b) the availability of partnership property to satisfy debts, obligations and liabilities of the partnership or (c) the persons on whom process may be served in an action against the partnership.
(4) Notwithstanding paragraphs (2) and (3), the personal liability of a partner in a limited liability partnership engaged in the rendering of professional services shall not be less than the personal liability of a shareholder of a professional corporation organized under chapter one hundred and fifty-six A engaged in the rendering of the same professional services.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 108a - Partnerships › Section 16 - Misrepresentation of Self as Partner; Liability

Section 16. (1) When a person, by words spoken or written or by conduct, represents himself, or consents to another representing him to any one, as a partner in an existing partnership or with one or more persons not actual partners, he is liable to any such person to whom such representation has been made, who has, on the faith of such representation, given credit to the actual or apparent partnership, and if he has made such representation or consented to its being made in a public manner he is liable to such person, whether the representation has or has not been made or communicated to such person so giving credit by or with the knowledge of the apparent partner making the representation or consenting to its being made.
(a) When a partnership liability results he is liable as though he were an actual member of the partnership.
(b) When no partnership liability results he is liable jointly with the other persons, if any, so consenting to the contract or representation as to incur liability, otherwise separately.
(2) When a person has been thus represented to be a partner in an existing partnership, or with one or more persons not actual partners, he is an agent of the persons consenting to such representation to bind them to the same extent and in the same manner as though he were a partner in fact, with respect to persons who rely upon the representation. Where all the members of the existing partnership consent to the representation, a partnership act or obligation results; but in all other cases it is the joint act or obligation of the person acting and the persons consenting to the representation.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 108a - Partnerships › Section 18 - Rights and Duties of Partners

Section 18. The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules:
(a) Each partner shall be repaid his contributions, whether by way of capital or advances to the partnership property, and share equally in the profits and surplus remaining after all liabilities, including those to partners, are satisfied; and except as provided in section fifteen, each partner must contribute towards the losses, whether of capital or otherwise, sustained by the partnership according to his share in the profits.
(b) The partnership must indemnify every partner in respect of payments made and personal liabilities reasonably incurred by him in the ordinary and proper conduct of its business, or for the preservation of its business or property.
(c) A partner, who in aid of the partnership makes any payment or advance beyond the amount of capital which he agreed to contribute, shall be paid interest from the date of the payment or advance.
(d) A partner shall receive interest on the capital contributed by him only from the date when repayment should be made.
(e) All partners have equal rights in the management and conduct of the partnership business.
(f) No partner is entitled to remuneration for acting in the partnership business, except that a surviving partner is entitled to reasonable compensation for his services in winding up the partnership affairs.
(g) No person can become a member of a partnership without the consent of all the partners.
(h) Any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the partners; but no act in contravention of any agreement between the partners may be done rightfully without the consent of all the partners.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 108a - Partnerships › Section 21 - Accounting of Partner to Partnership; Profits; Personal Representative of Deceased Partner

Section 21. (1) Every partner must account to the partnership for any benefit, and hold as trustee for it any profits derived by him without the consent of the other partners from any transaction connected with the formation, conduct or liquidation of the partnership or from any use by him of its property.
(2) This section applies also to the representatives of a deceased partner engaged in the liquidation of the affairs of the partnership as the personal representatives of the last surviving partner.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 108a - Partnerships › Section 22 - Partner's Right to Formal Accounting

Section 22. Any partner shall have the right to a formal account as to partnership affairs:
(a) If he is wrongfully excluded from the partnership business or possession of its property by his co-partners,
(b) If the right exists under the terms of any agreement,
(c) As provided by section twenty-one,
(d) Whenever other circumstances render it just and reasonable.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XV - Regulation of Trade › Chapter 108a - Partnerships › Section 23 - Continuation of Partnership Beyond Time Fixed for Termination

Section 23. (1) When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any express agreement, the rights and duties of the partners remain the same as they were at such termination, so far as is consistent with a partnership at will.
(2) A continuation of the business by the partners or such of them as habitually acted therein during the term, without any settlement or liquidation of the partnership affairs, is prima facie evidence of a continuation of the partnership.