reglab/statecodes huggingface dataset:
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 110.00 - Service Of Legal Process › Section 110.06 - Service On Foreign Individuals Or Partnerships

Current through Register 1525, July 5, 2024
Every individual not an inhabitant of the Commonwealth and
				every partnership composed of persons not such inhabitants, having a usual
				place of business in the Commonwealth or engaged in the construction erection,
				alteration or repair of a building, bridge, railroad, railway or structure of
				any kind, shall, before doing business in the Commonwealth, appoint a resident
				agent to accept legal process in a writing filed with the Division in
				accordance with M.G.L. c. 227, § 5. If such an individual or partnership
				fails to appoint such resident agent, then service of process shall be made
				according to the following guideline derived from M.G.L. c. 227, §
				5:
(1) Service of process, in
			 duplicate, that is, including two copies of the summons and two copies of the
			 complaint, may be made upon the Division by an officer authorized to serve such
			 legal process;
(2) The plaintiff or
			 his attorney shall furnish the Division with the defendant foreign individual
			 or partnership's last known address;
(3) Copies of the legal process shall be sent
			 to such address by the Division by certified mail, return receipt
			 requested;
(4) Signed receipt or
			 undelivered copies shall be kept on file by the Division;
(5) A fee of five dollars shall be paid to
			 the Division by the plaintiff.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 111.00 - Limited Liability Partnerships › Section 111.01 - Purpose

Current through Register 1525, July 5, 2024
950 CMR 111.00 describes the
				practices and procedures followed by the Corporations Division in the Office of
				the Secretary of the Commonwealth regarding the administration of M.G.L. c.
				108A concerning Registered Limited Liability Partnerships, Registered
				Professional Limited Liability Partnerships, and Registered Foreign Limited
				Liability Partnerships.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 111.00 - Limited Liability Partnerships › Section 111.02 - Definitions

Current through Register 1525, July 5, 2024
For the purpose of
				950 CMR 111.00 the following
				words shall, unless the context otherwise indicates, have the following
				meanings:
Filed
means the Division has reviewed
				the document and found that it conforms to law, and the required fee has been
				paid.
Partnership
means a Registered Limited
				Liability Partnership, a Registered Professional Limited Liability Partnership,
				or a Foreign Registered Limited Liability Partnership.
Professional Service
means a service
				defined in M.G.L. c. 156A, specifically, the service performed by registered
				physicians and surgeons, chiropractors, podiatrists, engineers, electrologists,
				physical therapists, psychologists, certified public accountants, public
				accountants, dentists, veterinarians, optometrists and acupuncturists
				registered or licensed under the provisions of M.G.L. c. 112, by
				attorneys-at-law admitted to practice in the courts of the Commonwealth under
				M.G.L. c. 221, or any other type of service which may be rendered only pursuant
				to a license pursuant to the laws of the Commonwealth.
Register in the Same manner as Limited Liability
				Partnerships
as provided in M.G.L. c. 108A, § 47(4) and
				950 CMR
				111.05 means the initial registration
				application and all annual filings as required in M.G.L. c. 108A, § 45(2)
				and (3).
Registered Foreign Limited Liability
				Partnership
means a registered limited liability partnership or a
				limited liability partnership formed pursuant to an agreement governed by the
				laws of another jurisdiction.
Registered Limited Liability
				Partnership
means a partnership registered under the provisions of
				M.G.L. c. 108A, § 45 which complies with M.G.L. c. 108A, § 46 and
				which does not render professional service in the Commonwealth.
Registered Professional Limited Liability
				Partnership
means a partnership registered under the provisions of
				M.G.L. c. 108A, § 45 which renders professional services in the
				Commonwealth.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 111.00 - Limited Liability Partnerships › Section 111.03 - Registered Limited Liability Partnership Registration

Current through Register 1525, July 5, 2024
(1) In order to become a Registered Limited
			 Liability Partnership, a partnership shall file with the Division a
			 registration executed by one or more partners and authorized by a majority of
			 partners. The registration shall set forth in the order provided herein:
(a) the federal employer identification
			 number of the partnership;
(b) the
			 name of the partnership;
(c) the
			 street address of its principal office in the Commonwealth; and
(d) a brief statement of the business in
			 which the partnership is engaged. The registration, in addition, may
			 include:
(e) the name and business
			 address, if different from the principal office location, of each partner
			 authorized to execute, acknowledge, deliver and record any instrument
			 purporting to affect any interest in real property; and
(f) the name and street address of its
			 registered agent in the Commonwealth.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 111.00 - Limited Liability Partnerships › Section 111.04 - Registered Professional Limited Liability Partnership

Current through Register 1525, July 5, 2024
(1) A Limited Liability Partnership which
			 renders professional services in the Commonwealth must register as a Registered
			 Professional Limited Liability Partnership.
(2) In order to become a Registered
			 Professional Limited Liability Partnership, a partnership shall file a
			 registration with the Division executed by one or more partners and authorized
			 by a majority of partners. The registration shall contain in the order provided
			 herein:
(a) the federal employer
			 identification number of the partnership;
(b) the name of the partnership;
(c) the street address of its principal
			 office in the Commonwealth;
(d) a
			 description of the professional service(s) in which the partnership is
			 engaged;
(e) the name and business
			 address, if different from the principal office location, of each partner who
			 will render a professional service on behalf of the partnership in the
			 Commonwealth; and
(f) a statement
			 that the partnership has complied with any rule(s) of its regulating board
			 relative to liability insurance or permissible alternatives.
The registration, in addition, may include:
(g) the name, and business address, if
			 different from the principal office location, of each partner authorized to
			 execute, acknowledge, deliver and record any recordable instrument purporting
			 to affect any interest in real property; and
(h) the name and street address of its
			 registered agent in the Commonwealth.
The registration must be accompanied by a certificate of the
				appropriate regulating board or boards indicating that each partner who renders
				a professional service on behalf of the partnership in the Commonwealth at the
				time of filing is duly licensed to render such service.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 111.00 - Limited Liability Partnerships › Section 111.05 - Registered Foreign Limited Liability Partnership

Current through Register 1525, July 5, 2024
(1) Foreign Registered Limited Liability
			 Partnerships may do business in the Commonwealth and shall be required to
			 register with the Division in the same manner as a registered limited liability
			 partnership.
(2) In order to
			 register a Registered Foreign Limited Liability Partnership shall file a
			 registration executed by one or more partners and authorized by a majority of
			 partners. The registration shall set forth in the order herein:
(a) the federal employer identification
			 number of the partnership;
(b) the
			 name of the partnership;
(c) the
			 state under which it is formed and registered;
(d) the street address of its principal
			 office;
(e) a brief statement of
			 the business in which the partnership is engaged; and if the partnership is to
			 render professional service in the Commonwealth, the information required by
			 950 CMR
			 111.04(2)(d), (e), and (f);
			 and
(f) the name and street address
			 of its resident agent in the Commonwealth. The registration, in addition, may
			 include:
(g) the name and business
			 address, if different from the principal office location, of each partner
			 authorized to execute, acknowledge, deliver and record any recordable
			 instrument purporting to affect any interest in real property.
In the case of a partnership which renders professional
				services in the Commonwealth, the registration must be accompanied by a
				certificate of the appropriate regulating board or boards indicating that each
				partner who renders a professional service on behalf of the partnership in the
				Commonwealth at the time of filing is duly licensed to render such
				service.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 111.00 - Limited Liability Partnerships › Section 111.06 - Name of Partnership

Current through Register 1525, July 5, 2024
(1) The name of
			 every Registered Limited Liability Partnership shall end with the words
			 "registered limited liability partnership", "limited liability partnership", or
			 the abbreviation L.L.P. or LLP.
(2)
			 The name of every Registered Professional Limited Liability Partnership shall
			 end with the words "registered professional limited liability partnership",
			 "professional limited liability partnership", "registered limited liability
			 partnership", "limited liability partnership" or the abbreviation L.L.P. or
			 LLP.
(3) The name of every
			 Registered Foreign Limited Liability Partnership shall contain the words
			 "registered limited liability partnership", "limited liability partnership", or
			 the abbreviation L.L.P. or LLP as the last words or letters of its name or such
			 other similar words or abbreviation as may be required or authorized by the law
			 of the state where the partnership is registered.
(4) Any person intending to register a
			 partnership may reserve the right to use the name, if available, under the laws
			 of the Commonwealth. The reservation shall be made by filing an application
			 with the Division specifying the name to be reserved and the name and address
			 of the applicant. The application must be accompanied by a $15.00 filing fee.
			 The name shall be reserved for a period of 30 days.
The reservation may be extended for an additional 30 day period
				upon written request of the applicant and payment of an additional $15.00
				fee.
The right to use of a reserved name may be transferred to any
				other person by filing a notice of the transfer, executed by the applicant for
				whom the name was reserved, specifying the name and address of the transferee
				and accompanied by a fee of $15.00.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 111.00 - Limited Liability Partnerships › Section 111.07 - Principal Office

Current through Register 1525, July 5, 2024
Every registered limited liability partnership and professional
				registered limited liability partnership may change its principal office
				location in the Commonwealth by filing a certificate of such change signed by a
				partner and specifying the street address of its new principal
				office.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 111.00 - Limited Liability Partnerships › Section 111.08 - Registered Agent

Current through Register 1525, July 5, 2024
(1) Every
			 Registered Limited Liability Partnership and Professional Limited Liability
			 Partnership may, and every Foreign Limited Liability Partnership shall, appoint
			 a resident agent as its true and lawful attorney upon whom all lawful process
			 may be served. Such resident agent shall be an individual who has a residence
			 and a business address in the Commonwealth, a domestic corporation or a foreign
			 corporation registered to do business in the Commonwealth under M.G.L. c. 181
			 and which has an office in the Commonwealth.
(2) The appointment of the resident agent
			 shall become effective upon filing with the Division a registration, an annual
			 report or certificate of appointment signed by at least one partner and which
			 contains the name and business address of the resident agent.
(3) An appointment of resident agent may be
			 revoked by filing a certificate of revocation with the Division. The
			 certificate of revocation shall be signed by at least one partner, shall state
			 the name and business address of the resident agent and the effective date of
			 revocation. If the limited liability partnership is a foreign registered
			 limited liability partnership the certificate shall include the name and
			 business address of its new resident agent.
(4) A resident agent may resign by filing
			 with the Division a certificate of resignation signed by the resident agent.
			 The certificate shall include:
(a) the
			 effective date of resignation which shall not be less than 30 days after the
			 effective date of filing such certificate;
(b) a statement that a copy of the
			 certificate has been mailed postage prepaid to the registered limited liability
			 partnership to the last known address on file with the Division and if
			 different, to the address most recently furnished to the agent by the limited
			 liability partnership as the address to which copies of all process served upon
			 him as agent are to be forwarded.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 111.00 - Limited Liability Partnerships › Section 111.09 - Revocation

Current through Register 1525, July 5, 2024
If a partnership fails to file an annual report when due or to
				pay the required fee the Division may revoke the registration of the
				partnership. The Division shall give notice by mail to the partnership at least
				60 days prior to revocation. The notice shall be mailed to the principal office
				address shown in Division records and shall specify which reports have not been
				filed, which fees have not been paid, and the effective date of revocation. The
				revocation shall not be effective if the specified annual reports are filed and
				the specified fees paid prior to the effective date of
				revocation.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 111.00 - Limited Liability Partnerships › Section 111.10 - Withdrawal Certificate

Current through Register 1525, July 5, 2024
(1) The
			 registration of a partnership may be voluntarily withdrawn by filing a written
			 notice of withdrawal executed by one or more partners and authorized by 2/3 of
			 the partners with the Secretary of the Commonwealth. The withdrawal shall set
			 forth in the order herein:
(a) the federal
			 identification number;
(b) the name
			 of the limited liability partnership; and
(c) the location of its principal
			 office.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 111.00 - Limited Liability Partnerships › Section 111.11 - Good Standing

Current through Register 1525, July 5, 2024
The Secretary of the Commonwealth shall, upon payment of the
				required fee, issue a good standing certificate to any registered limited
				liability partnership or registered professional limited liability partnership
				which appears from the records of the Secretary to have been duly registered,
				has filed all annual reports and paid all fees due with respect to such
				reports, and the partnership has not been withdrawn or revoked. The certificate
				shall indicate the existence of the registered limited liability partnership,
				that it is in good standing, and shall list the names, if available, of those
				partners who are authorized to act with respect to real property instruments
				and who are named in the most recent applicable document filed with the
				Division.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 111.00 - Limited Liability Partnerships › Section 111.12 - Certificate of Registration

Current through Register 1525, July 5, 2024
The State Secretary shall, upon payment of the required fee,
				issue a certificate of registration to any registered limited liability
				partnership which appears from the records of the Secretary to have been duly
				registered and not withdrawn or revoked.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 111.00 - Limited Liability Partnerships › Section 111.13 - Forms and Fees

Current through Register 1525, July 5, 2024
The Division may supply blank forms for the documents required
				to be filed with the Division. The use of such forms is optional.
All documents submitted to the Division shall be submitted on
				standard size paper, 8 1/2 by 11 inches. Such documents shall be printed,
				lithographed, mimeographed, typewritten, or prepared by a similar process
				which, in the opinion of the director, produces copies suitable for a permanent
				record. All forms and documents shall be clear, easily readable, on heavy stock
				paper, and suitable for microfilming and repeated copying.
The fees relative to limited liability partnerships are as
				follows:
Registration
$500.00
Annual Report
$500.00
Amendments
$100.00
Name Reservation/Transfer
$ 15.00
Withdrawal
$100.00
Certificate of Good Standing
$ 25.00
Certificate of Existerre
$ 12.00
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 112.00 - Limited Liability Companies › Section 112.01 - Purpose

Current through Register 1525, July 5, 2024
(1)
								950
			 CMR 112.00 describes the practices and procedures of
			 the Corporations Division in the Office of the Secretary of the Commonwealth
			 relative to M.G.L. c. 156C, limited liability companies.
(2) The Corporations Division, which is under
			 the supervision of the Secretary of the Commonwealth administers the provisions
			 of Massachusetts General Laws pertaining to limited liability companies. The
			 chief executive officer of the Corporations Division has the title, "Director
			 of the Corporations Division". The Director may, subject to the approval of the
			 Secretary, make, amend and rescind such rules, forms and orders as are
			 contemplated by the provisions of the Massachusetts General Laws and are
			 necessary to carry out their purposes. The Director is empowered to hear,
			 examine and investigate matters subject to the provisions of the Massachusetts
			 General Laws.
(3) From time to
			 time, the Director may authorize any exceptions to
			 950
			 CMR 112.00 with respect to any specific requirement
			 provided that such exceptions to
			 950
			 CMR 112.00 are in conformity with the provisions of
			 the Massachusetts General Laws.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 112.00 - Limited Liability Companies › Section 112.03 - Place to File

Current through Register 1525, July 5, 2024
Documents shall be mailed or delivered to the Division at:
				Secretary of the Commonwealth, Corporations Division, Limited Liability Company
				Section, One Ashburton Place, 17th Floor, Boston, MA 02108-1512
If the document is mailed, the envelope shall clearly identify
				the type of document enclosed. Documents submitted to any other area of the
				office or to any district office will not be considered received until received
				by the Division at the address noted above.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 112.00 - Limited Liability Companies › Section 112.04 - On-line Services

Current through Register 1525, July 5, 2024
(1) The Division
			 also offers online services at the Division's website. Services offered online
			 include filing documents, ordering certificates and certified copies and
			 searching Division records.
(2)
			 General inquiries to the Division may also be made by electronic mail to
corpinfo@sec.state.ma.us
. Electronic mail cannot be
			 used to file limited liability company documents, request certificates,
			 certified copies or searches of the records.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 112.00 - Limited Liability Companies › Section 112.05 - Division Hours

Current through Register 1525, July 5, 2024
(1) The regular
			 business hours of the filing and certificate rooms are Monday through Friday
			 from 8:45 A.M. to 4:00 P.M., excluding holidays. The regular business hours of
			 the public search room and phone room are Monday through Friday from 8:45 A.M.
			 to 5:00 P.M., excluding holidays.
(2) Authorized facsimile and electronic
			 transmissions may be made 24 hours per day, 365 days per year, except for
			 scheduled maintenance and unscheduled interruptions of service.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 112.00 - Limited Liability Companies › Section 112.06 - General Filling Requirements

Current through Register 1525, July 5, 2024
(1) A document
			 shall be submitted in the English language except that an LLC name need not be
			 in English if written in English letters or Arabic or Roman numerals.
(2) A document shall be typed or printed. It
			 may not be handwritten.
(3) A
			 document shall contain all of the information required by M.G.L. c. 156C and
			 950
			 CMR 112.00. It may also contain other information
			 relevant to the business affairs of the LLC, except that the Division, in its
			 discretion, may reject or redact a document containing any personal
			 information.
(4) The execution of a
			 certificate by an authorized person constitutes an affirmation, under penalties
			 of perjury, that the facts stated therein are true.
(5) Each certificate required to be filed
			 with the Division pursuant to M.G.L. c. 156C shall be originally signed by:
(a) the person forming the limited liability
			 company, if the limited liability company has not been formed;
(b) any manager, if the limited liability
			 company has managers, or by any other person authorized to file documents with
			 the Division as set forth in the certificate of organization, any amendment
			 thereto or the most recent annual report; or
(c) a receiver, trustee, or other court
			 appointed fiduciary.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 112.00 - Limited Liability Companies › Section 112.07 - Forms

Current through Register 1525, July 5, 2024
The Division may supply forms for documents required to be
				filed with the Division. The use of official forms is optional. Copies of the
				forms are available on the Division's website. Any document submitted to the
				Division not on an official form must be on standard size paper, 8 ½ by
				11 inches and follow the format specifications contained in
				950
				CMR 112.00. The minimum font size is ten. A document
				which does not comply with size requirements, format specifications or font
				size will be rejected.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 112.00 - Limited Liability Companies › Section 112.08 - Filing of Certificates

Current through Register 1525, July 5, 2024
Documents submitted to the Division need not be accompanied by
				a photo copy or duplicate original. If a photocopy or duplicate original is
				submitted, the Division will return the filed duplicate original or photocopy
				by mail to the filer only if the filer has provided a self -addressed postage
				pre-paid return envelope.
If the Secretary finds that the document submitted to him
				complies with law, he shall endorse on the document the word "filed" and the
				day, month, year and time of filing. A copy of all filed documents may be
				obtained from the Division's website.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 112.00 - Limited Liability Companies › Section 112.09 - Document Delivery

Current through Register 1525, July 5, 2024
A document may be tendered for filing by:
(1) personal or courier delivery to the
			 Division at One Ashburton Place, Room 1717, Boston, MA during regular business
			 hours;
(2) postal service delivery
			 addressed One Ashburton Place, Room 171 7, Boston, MA 02108;
(3) facsimile delivery in a manner authorized
			 by the Division on its website; or
(4) electronic transmission in the manner
			 authorized by the Division on its website.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 112.00 - Limited Liability Companies › Section 112.10 - Effective Time and Date

Current through Register 1525, July 5, 2024
Documents are effective on the date approved by the Division,
				unless M.G.L. c. 156C authorizes and the document specifies a later effective
				date, which shall be a date certain.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 112.00 - Limited Liability Companies › Section 112.11 - Domestic Limited Liability Company Certificate

Current through Register 1525, July 5, 2024
(1) In order to form a domestic limited
			 liability company, one or more persons must execute a certificate of
			 organization. The certificate shall set forth in the order provided in 950 CMR
			 112.11(a) through G):
(a) the federal
			 employer identification number, if available;
(b) the name of the limited liability
			 company;
(c) the street address of
			 the office in the Commonwealth at which its records will be
			 maintained;
(d) the general
			 character of its business, and if the limited liability company is organized to
			 render a professional service, the service to be rendered, the name and address
			 of each member or manager who will render a service in the Commonwealth, and a
			 statement that the limited liability company will abide by and be subject to
			 any conditions or limitations established by any applicable regulating board,
			 including the provisions of liability insurance required by M.G.L. c. 156C,
			 § 65. If the limited liability company is to render a professional
			 service, the certificate of organization shall be accompanied by a certificate
			 of any applicable regulating board that each member or manager who will render
			 a professional service in the Commonwealth is duly licensed;
(e) the latest date of dissolution, if
			 specified;
(f) the name and street
			 address of the resident agent for service of process in the Commonwealth
			 required to be maintained by M.G.L. c. 156C, § 5 and the agent's written
			 consent to the appointment either on the certificate or attached
			 thereto.
(g) the name of each
			 manager and, if different from the office location, their business address. If
			 there are no managers, include a statement to that effect; and
(h) the name of each person in addition to
			 the manager who is authorized to execute documents to be filed with the
			 Division., and their business address if different from the office location. At
			 least one person shall be named if there are no managers.
The registration may, in addition, include:
(i) the name of each person authorized to
			 execute, acknowledge, deliver, and record any recordable instrument purporting
			 to affect an interest in real property and their business address if different
			 from the office location; and
(j)
			 any other matters the authorized persons determine to include therein. The fee
			 for filing the certificate of registration shall be $500.00.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 112.00 - Limited Liability Companies › Section 112.12 - Limited Liability Company Name

Current through Register 1525, July 5, 2024
(1) the
			 name of the limited liability company:
(a)
			 shall contain the words "limited liability company", "limited company", or the
			 abbreviation "L.L.C.", "L.C.", "LLC" or "LC";
(b) may contain the name of a member or
			 manager; and
(c) may not be the
			 same as, or deceptively similar to the name of any corporation, limited
			 partnership, or limited liability company reserved or organized under the laws
			 of the Commonwealth or registered as a foreign corporation, foreign limited
			 partnership, or foreign limited liability company in the commonwealth, business
			 trust or trademark/service mark filed with the Division, except with the
			 written consent of the corporation, limited partnership, limited liability
			 company, business trust or owner of the mark previously filed with the
			 Division.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 112.00 - Limited Liability Companies › Section 112.13 - Resident Agent

Current through Register 1525, July 5, 2024
(1) Each domestic
			 and foreign limited liability company authorized to transact business in the
			 Commonwealth must continuously maintain a resident agent and office in the
			 Commonwealth.
(2) The office
			 address of the resident agent must be a street address. A post office address
			 is not sufficient.
(3) The
			 registered agent may be an individual, a domestic corporation, a domestic not
			 for profit corporation, a domestic other business entity authorized by law, a
			 foreign corporation qualified to do business in the Commonwealth or a foreign
			 other business entity authorized by law and qualified to do business in the
			 Commonwealth.
(4) A domestic
			 limited liability company or a foreign limited liability company authorized to
			 transact business in the Commonwealth shall change its resident agent or the
			 street address of the resident agent by filing a certificate of change of
			 agent/office address. Such certificate shall set forth:
(a) the exact name of the limited liability
			 company;
(b) the current street
			 address of the resident agent;
(c)
			 the new street address of the resident agent;
(d) the name of the current resident
			 agent;
(e) the name of the new
			 resident agent if the current resident is to be changed; and
(f) the new resident agent's written consent
			 to the appointment if the certificate sets forth the name of a new resident
			 agent.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 112.00 - Limited Liability Companies › Section 112.14 - Limited Liability Company Annual Report

Current through Register 1525, July 5, 2024
Each limited liability company shall file an annual report with
				the Division on or before the anniversary date of the filing of its original
				certificate of organization. The report shall be titled "Annual Report",
				specify the year, contain, in the order provided in
				950 CMR
				112.11, all information required to be
				included in the certificate, and any other matters the authorized person(s)
				determine to include therein. The annual report may amend any information in
				the certificate, except that any change pertaining to registered agent or
				office must be made as provided in
				950 CMR 112.13.
				The report shall specifically identify each amendment. The annual report shall
				be accompanied by a fee of $500.00.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 112.00 - Limited Liability Companies › Section 112.15 - Certificate of Amendment

Current through Register 1525, July 5, 2024
(1) A certificate
			 of organization may be amended by filing a certificate of amendment with the
			 Division. An amendment to the certificate must be made to reflect:
(a) the designation of managers of a limited
			 liability company which theretofore did not have managers;
(b) any change in the managers of a limited
			 liability company or authorized signatories; and
(c) any change to any other information
			 required to be included in the original certificate, except that any change
			 pertaining to the resident agent or resident agent office, shall be made as
			 provided in
			 950 CMR 112.13.
A manager, or, if there is no manager, then any member, who
				becomes aware that any statement in a certificate of organization was false
				when made, or that any matter described in the certificate of organization has
				changed, making the certificate false in any material respect, shall promptly
				amend the certificate to correct such matter.
A certificate of organization may be amended at any other time
				for any other purpose.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 112.00 - Limited Liability Companies › Section 112.16 - Restated Certificate

Current through Register 1525, July 5, 2024
(1) A limited
			 liability company may at any time integrate into a single instrument all of the
			 provisions of its certificate of organization which are then in effect and
			 operative and may at the same time amend its certificate of organization. If
			 the restated certificate merely restates and integrates the existing provisions
			 of the certificate of organization it shall be designated as a "restated
			 certificate of organization". If in addition, the restatement amends some or
			 all of the information as provided in
			 950 CMR
			 112.15, it shall be designated as an "amended
			 and restated certificate of organization".
(2) The certificate of organization for a
			 limited liability company may be restated by filing a restated certificate with
			 the Division. The restated certificate shall be designated in the manner
			 provided above and shall set forth:
(a) its
			 federal identification number;
(b)
			 the name of the limited liability company, and if such name has been changed,
			 the name under which it was originally filed;
(c) the date of filing of the original
			 certificate of organization;
(d)
			 all information required to be set forth in the original certificate of
			 organization in the order provided in
			 950 CMR
			 112.11;
(e) a clear indication of any amendments to
			 be effected by the restated certificate, and if none, a statement to that
			 affect; and
(f) that it was duly
			 executed and is being filed in accordance with M.G.L. c. 156C, §
			 19.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 112.00 - Limited Liability Companies › Section 112.18 - Certificate of Conversion

Current through Register 1525, July 5, 2024
(1) Any other
			 business entity may convert to a domestic limited liability company by filing a
			 certificate of conversion with the Division. If a domestic other business
			 entity is required to make a filing with the Division in order to effectuate
			 the conversion, the surviving limited liability company may submit a combined
			 filing which contains the information and is accompanied by the fee required by
			 law for each domestic entity involved.
(2) The certificate of conversion shall set
			 forth:
(a) the name, federal identification
			 number, date and jurisdiction of formation or organization of the other
			 business entity immediately prior to its conversion to a domestic limited
			 liability company;
(b) the name of
			 the limited liability company as set forth in the certificate of organization
			 attached to the certificate of conversion;
(c) the future effective date, which shall be
			 a date certain, of the conversion if it is not to be effective upon filing of
			 the certificate of conversion;
(d)
			 The certificate of conversion shall be accompanied by a certificate of
			 organization for the limited liability company. The certificate of organization
			 must comply with
			 950 CMR
			 112.11.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 112.00 - Limited Liability Companies › Section 112.19 - Certificate of Cancellation

Current through Register 1525, July 5, 2024
(1) A certificate
			 of organization of a limited liability company shall be canceled upon the
			 dissolution and completion of the winding up of a limited liability company, or
			 at any time there are no members. A certificate of cancellation shall be filed
			 with the Division and shall set forth:
(a)
			 its federal employer identification number;
(b) the name of the limited liability
			 company;
(c) the date of filing of
			 the original certificate of organization;
(d) the reason for filing the certificate of
			 cancellation;
(e) if the
			 certificate of cancellation is to be effective at a later date, the effective
			 date;
(f) any other information the
			 person filing the certificate determines to include therein.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 112.00 - Limited Liability Companies › Section 112.20 - Administrative Dissolution of a Limited Liability Company

Current through Register 1525, July 5, 2024
(1) If a limited liability company has failed
			 for two consecutive years to comply with the provisions of law requiring the
			 filing of annual reports or if the Director is satisfied that the limited
			 liability company has become inactive and its dissolution would be in the
			 public interest, the Division may commence a proceeding to dissolve the limited
			 liability company pursuant to M.G.L. c. 156C § 70.
(2) A limited liability company may be
			 considered inactive and its dissolution in the public interest, if the limited
			 liability company fails to appoint a resident agent within 60 days after notice
			 from the Division to the limited liability company of the requirement to
			 maintain a resident agent and office in the commonwealth.
(3) The Division shall give written notice to
			 the limited liability company that one or more grounds exist for administrative
			 dissolution. The notice shall be sent by mail postage prepaid to the office
			 required to be maintained by M.G.L. c. 156C, § 5(1). If the limited
			 liability company does not correct each ground for dissolution or demonstrate
			 to the reasonable satisfaction of the Division that each ground does not exist
			 within 90 days after the date of the notice, the Division shall
			 administratively dissolve the limited liability company.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 112.00 - Limited Liability Companies › Section 112.21 - Reinstatement Following Administrative Dissolution

Current through Register 1525, July 5, 2024
(1) A limited liability company that has been
			 administratively dissolved by the Division may apply for reinstatement at any
			 time.
(2) The application for
			 reinstatement consists of a form supplied by the Division or a document
			 formatted in the same manner as the Division form. The application for
			 reinstatement shall set forth:
(a) the exact
			 name of the limited liability company;
(b) the street address of the resident
			 agent's office and the name of the resident agent;
(c) the effective date of the limited
			 liability company's administrative dissolution;
(d) a statement that the grounds for
			 administrative dissolution did not exist or have been eliminated; and
(e) a statement that the name of the limited
			 liability company satisfies the requirements of M.G.L. c. 156C, § 3 or the
			 limited liability company shall simultaneously submit a certificate of
			 amendment to change its name to a name that satisfies the requirements.
The reinstatement shall be effective at the time and on the
				date approved by the Division.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 112.00 - Limited Liability Companies › Section 112.23 - Foreign Limited Liability Companies: Amendment to Registration

Current through Register 1525, July 5, 2024
(1) If any statement in the application for
			 registration of a foreign limited liability company was false when made or any
			 arrangement or other facts described have changed, making the application
			 inaccurate in any respect, the foreign limited liability company shall promptly
			 file with the Division a certificate signed and sworn to by an authorized
			 person correcting or amending such statement.
(2) The application for registration shall be
			 amended by filing an amended registration certificate. An amendment to the
			 registration certificate must be made to reflect:
(a) the designation of managers of a foreign
			 limited liability company which theretofore did not have managers;
(b) any change in the managers or authorized
			 signatories; and
(c) any change to
			 any other information required to be included in the original registration
			 certificate, except that any change to the registered agent or registered
			 office, shall be made as provided in
			 950 CMR
			 112.13.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 112.00 - Limited Liability Companies › Section 112.24 - Revocation of Authority to Transact Business in the Commonwealth

Current through Register 1525, July 5, 2024
(1) If a foreign limited liability company
			 has failed for two consecutive years to comply with the provisions of law
			 requiring the filing of annual reports or if the Director is satisfied that the
			 revocation of the foreign limited liability company's authority to transact
			 business in the Commonwealth would be in the public interest, the Division may
			 commence a proceeding to revoke the authority of the foreign limited liability
			 company to transact business in the Commonwealth.
(2) The revocation of authority of a foreign
			 limited liability company shall be deemed to be in the public interest, if the
			 foreign limited liability company fails to appoint a resident agent within 60
			 days after notice from the Division to the foreign limited liability company of
			 the requirement to maintain a resident agent and office in the
			 commonwealth.
(3) The Division
			 shall give written notice to the foreign limited liability company that one or
			 more grounds exist for administrative revocation of its authority to transact
			 business in the Commonwealth. The notice shall be sent by mail postage prepaid
			 to the address of the foreign limited liability company in the Division
			 records. If the foreign limited liability company does not correct each ground
			 for revocation or demonstrate to the reasonable satisfaction of the Division
			 that each ground does not exist within 90 days after the date of the notice,
			 the Division shall administratively revoke the authority of the foreign limited
			 liability company to transact business in the Commonwealth.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 112.00 - Limited Liability Companies › Section 112.25 - Reinstatement of Authority to Transact Business

Current through Register 1525, July 5, 2024
(1) A foreign limited liability company whose
			 authority to transact business in the Commonwealth was revoked may apply to the
			 Division for reinstatement at any time.
(2) The application for reinstatement
			 consists of a form supplied by the Division or a document formatted in the same
			 manner as the Division form. The application for reinstatement shall set forth:
(a) the exact name of the foreign limited
			 liability company;
(b) the street
			 address of the resident agent's office and the name of the resident
			 agent;
(c) the effective date of
			 the foreign limited liability company's administrative revocation;
(d) that the grounds for administrative
			 revocation did not exist or have been eliminated; and
(e) that the name of the foreign limited
			 liability company satisfies the requirements of M.G.L. c. 156C, § 3 or the
			 foreign limited liability company will simultaneously submit a certificate of
			 amendment to change its name to a name that satisfies the
			 requirements.
(f) The application
			 for reinstatement shall be accompanied by an original certificate of legal
			 existence or a certificate of good standing issued not more than 90 days prior
			 to such submission by an officer of agency properly authorized in the
			 jurisdiction of the organization. If the certificate is in a foreign language,
			 a translation under oath of the translator shall be attached.
The reinstatement shall be effective at the time and on the
				date approved by the Division.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 112.00 - Limited Liability Companies › Section 112.26 - Foreign Limited Liability Company: Cancellation or Withdrawal

Current through Register 1525, July 5, 2024
(1) The registration of a foreign limited
			 liability company doing business in the Commonwealth shall be canceled in the
			 same manner and at such times as are provided in M.G.L. c. 156C, §§
			 14 and 53 and
			 950 CMR
			 112.19, except that the certificate of
			 cancellation shall set forth either that all taxes and fees owed the
			 Commonwealth have been paid or provided for. In order to file a certificate of
			 cancellation, the foreign limited liability company must have filed all annual
			 reports and paid all fees required by law.
(2) A foreign limited liability company doing
			 business in the Commonwealth may withdraw from the Commonwealth by submitting
			 to the Division a certificate of withdrawal signed and sworn to by an
			 authorized person stating:
(a) its federal
			 identification number;
(b) the name
			 of the foreign limited liability company, and if different, the name under
			 which it is registered and doing business in the Commonwealth;
(c) the business address of its principal
			 office;
(d) the business address of
			 its principal office in the Commonwealth, if any;
(e) the name and business address of its
			 resident agent;
(f) that the
			 foreign limited liability company is not doing business in the Commonwealth;
			 and
(g) that all taxes have been
			 paid or provided for.
In order to file a certificate of withdrawal, the foreign
				limited liability company must have filed all annual reports and paid all fees
				required by law.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 112.00 - Limited Liability Companies › Section 112.27 - Foreign Limited Liability Company: Annual Report

Current through Register 1525, July 5, 2024
Every foreign limited liability company shall file an annual
				report with the Division on or before the anniversary date of the filing of its
				registration to do business in the Commonwealth. The report shall contain in
				the order provided in
				950 CMR
				112.22, all information required to be
				included in the certificate, and any other matters the authorized person
				determine to include therein. The annual report may amend any information in
				the certificate except that any change pertaining to registered agent or office
				must be made as provided in
				950 CMR 112.13.
				The report shall specifically identify each amendment. The fee for filing the
				annual report shall be $500.00.