reglab/statecodes huggingface dataset:
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 108.00 - Limited Partnerships › Section 108.02 - Definitions

Current through Register 1525, July 5, 2024
For the purposes of
				950 CMR
				108.00, the following words and abbreviations shall,
				unless the context otherwise indicates, have the following meanings:
Foreign Entity
means an entity formed
				under a law other than the laws of the Commonwealth, including without
				limitation, any state, country or jurisdiction. For purposes of
				950 CMR
				108.00, the term foreign entity includes limited
				partnership, limited liability companies, business trusts and corporations,
				including business, professional and non-profit corporations.
Foreign Limited Partnership
means a
				partnership formed under a law other than that of the Commonwealth, including
				without limitation, any state, country or jurisdiction, and denominated as such
				under the laws of such state, foreign country or other foreign
				jurisdiction.
General Partner
means a person who has
				been admitted to a limited partnership as a general partner in accordance with
				the partnership agreement and named in the certificate of limited partnership
				as a general partner.
Limited Partner
means a person who has
				been admitted to a limited partnership as a limited partner in accordance with
				the partnership agreement.
Limited Partnership and Domestic Limited
				Partnership
means a partnership formed by two or more persons
				under the laws of the Commonwealth and having one or more general partners and
				one or more limited partners.
Other Business Entity
means a
				corporation to which M.G.L. c. 156D, Part 17, §17.01 applies, a
				professional corporation and a foreign professional corporation each as defined
				in M.G.L. c. 156A, § 2, a foreign corporation as defined in M.G.L. c.
				156D. Subdivision D, § 1.40, an association or a trust as defined in
				M.G.L. c. 182, § 1 of that has filed a copy of its declaration of trust
				with the Division, a foreign partnership whether general or limited as defined
				respectively in M.G.L. c. 108A, § 6 and M.G.L. c. 109, § 1 and a
				domestic or foreign limited liability company as defined in M.G.L. c. 156C,
				§ 2.
Partner
means a limited or general
				partner.
Personal Information
means any
				information concerning an individual not required by law or regulation to be
				included in a document. Examples of such information include social security
				number, driver's license number and date of birth. It may include residential
				address if such is not required by law.
Records
means the records required to
				be maintained by a limited partnership pursuant to M.G.L. c. 109, §
				5.
Singular and Plural Forms
- singular
				nouns shall include plural nouns and plural nouns shall include the singular
				unless the context otherwise requires.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 108.00 - Limited Partnerships › Section 108.03 - 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 Partnership
				Section, One Ashburton Place, 17* 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 108.00 - Limited Partnerships › Section 108.04 - 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
			 partnership 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 108.00 - Limited Partnerships › Section 108.05 - 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 108.00 - Limited Partnerships › Section 108.06 - General Filing Requirements

Current through Register 1525, July 5, 2024
(1) A document
			 shall be submitted in the English language except that a limited partnership's
			 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. 109 and
			 950 CMR
			 108.00. It may also contain other information relevant
			 to the business affairs of the limited partnership, except that the Division,
			 in its discretion, may reject or redact a document containing any personal
			 information.
(4) The execution of a
			 certificate by a general partner constitutes an affirmation, under penalties of
			 perjury, that the facts stated therein are true.
(a) An original certificate of limited
			 partnership must be signed by all general partners;
(b) A certificate of amendment must be signed
			 by at least one general partner and by each other general partner designated in
			 the certificate as a new general partner; and
(c) A certificate of cancellation must be
			 signed by all general partners.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 108.00 - Limited Partnerships › Section 108.07 - 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, 8½ by
				11 inches and follow the format specifications contained in
				950 CMR
				108.00. 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 108.00 - Limited Partnerships › Section 108.08 - Filing of Certificates

Current through Register 1525, July 5, 2024
Documents submitted to the Division need not be accompanied by
				a duplicate original. If a duplicate original is submitted, the Division will
				return the filed duplicate original 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 108.00 - Limited Partnerships › Section 108.09 - 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 1717, 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 108.00 - Limited Partnerships › Section 108.10 - 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. 109 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 108.00 - Limited Partnerships › Section 108.11 - Domestic Limited Partnership Certificate

Current through Register 1525, July 5, 2024
(1) In order to form a domestic limited
			 partnership, all general partners must execute a certificate of limited
			 partnership. The certificate shall set forth in the order provided in 950 CMR
			 108.1 1(1)(a) through (g):
(a) the name of
			 the limited partnership;
(b) the
			 general character of its business;
(c) the street address of the office in the
			 Commonwealth at which its records will be maintained;
(d) 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. 109, § 4 and the agent's written consent to the
			 appointment either on the certificate or attached thereto.
(e) the name of each general partner and, if
			 different from the office location, their business address.
(f) the latest date of dissolution, which
			 shall be a date certain; and
(g)
			 any other matters the general partners determine to include therein. The fee
			 for filing the certificate of limited partnership shall be $200.00.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 108.00 - Limited Partnerships › Section 108.12 - Limited Partnership Name

Current through Register 1525, July 5, 2024
(1) The name of
			 the limited partnership:
(a) shall contain the
			 words "limited partnership" without abbreviation;
(b) may not contain the name or surname of a
			 limited partner unless it is also the surname of a general partner, or prior to
			 the admission of the limited partner, the business had been carried on under a
			 name in which his surname appeared;
(c) may not indicate that the partnership is
			 organized other than for a purpose stated in a certificate of limited
			 partnership; and
(d) 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 108.00 - Limited Partnerships › Section 108.13 - Resident Agent

Current through Register 1525, July 5, 2024
(1) Each domestic
			 and foreign limited partnership 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 resident
			 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 partnership or a foreign limited partnership 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 partnership;
(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 108.00 - Limited Partnerships › Section 108.14 - Limited Partnership Annual Report

Current through Register 1525, July 5, 2024
Each limited partnership shall file an annual report with the
				Division on or before the anniversary date of the filing of its original
				certificate of partnership. The report shall be titled "Annual Report", specify
				the year, contain, in the order provided in
				950 CMR
				108.11, all information required to be
				included in the certificate, and any other matters the general partners
				determine to include therein. The annual report may amend any information in
				the certificate, except that any change pertaining to resident agent or office
				must be made as provided in
				950 CMR 108.13.
				The report shall specifically identify each amendment and must be signed in the
				manner set forth in 950 CMR 108.6(4)(b). 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 108.00 - Limited Partnerships › Section 108.15 - Certificate of Amendment

Current through Register 1525, July 5, 2024
(1) A certificate
			 of limited partnership may be amended by filing a certificate of amendment with
			 the Division. An amendment to the certificate must be made within 30 days after
			 the following events to reflect:
(a) the
			 admission of a new general partner;
(b) the withdrawal of a general partner;
			 or
(c) the continuation of the
			 business as provided in M.G.L. c. 109, § 44 after the event of withdrawal
			 of a general partner.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 108.00 - Limited Partnerships › Section 108.16 - Restated Certificate

Current through Register 1525, July 5, 2024
(1) A limited
			 partnership may at any time integrate into a single instrument all of the
			 provisions of its certificate of limited partnership which are then in effect
			 and operative and may at the same time amend its certificate of limited
			 partnership. 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
			 108.15, it shall be designated as an "amended
			 and restated certificate of organization".
(2) The certificate of organization for a
			 limited partnership 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) the name of the
			 limited partnership, and if such name has been changed, the name under which it
			 was originally filed;
(b) the date
			 of filing of the original certificate of limited partnership;
(c) all information required to be set forth
			 in the original certificate of limited partnership in the order provided in
			 950 CMR
			 108.11, except that any change pertaining to
			 the resident agent or office of the resident agent shall be made as provided in
			 950 CMR 108.13;
			 and
(d) a clear indication of any
			 amendments to be effected by the restated certificate, and if none, a statement
			 to that effect;
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 108.00 - Limited Partnerships › Section 108.18 - Execution of Certificate Ordered by Court

Current through Register 1525, July 5, 2024
If a person required to execute a certificate fails or refuses
				to do so, any other person who is adversely affected by the failure may
				petition the superior court department of the trial court to direct the
				execution of the certificate. If the court finds that it is proper for the
				certificate to be executed and that any person so designated has failed or
				refused to execute the certificate, it shall order the Secretary to record an
				appropriate certificate. The limited partnership certificate shall be
				considered amended or canceled, as the case may be, when a certified copy of
				such order is filed with the Division.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 108.00 - Limited Partnerships › Section 108.19 - Certificate of Cancellation

Current through Register 1525, July 5, 2024
(1) A certificate
			 of limited partnership shall be canceled upon the dissolution and commencement
			 of the winding up of the partnership, or at any time there are no limited
			 partners. A certificate of cancellation shall be filed with the Division and
			 shall set forth:
(a) the name of the limited
			 partnership;
(b) the date of filing
			 of the original certificate of limited partnership;
(c) the reason for filing the certificate of
			 cancellation;
(d) if the
			 certificate of cancellation is to be effective at a later date, the effective
			 date;
(e) any other information the
			 general partners filing the certificate determine to include therein.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 108.00 - Limited Partnerships › Section 108.20 - Administrative Dissolution of a Limited Partnership

Current through Register 1525, July 5, 2024
(1) If a limited partnership 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 partnership
			 has become inactive and its dissolution would be in the public interest, the
			 Division may commence a proceeding to dissolve the limited partnership pursuant
			 to M.G.L. c. 109, § 64.
(2) A
			 limited partnership may be considered inactive and its dissolution in the
			 public interest, if the limited partnership fails to appoint a resident agent
			 within 60 days after notice from the Division to the limited partnership of the
			 requirement to maintain a resident agent and office in the
			 commonwealth.
(3) The Division
			 shall give written notice to the limited partnership 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. 109, § 4. If
			 the limited partnership 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 partnership.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 108.00 - Limited Partnerships › Section 108.21 - Reinstatement Following Administrative Dissolution

Current through Register 1525, July 5, 2024
(1) A limited partnership 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 partnership;
(b) the street address of the resident
			 agent's office and the name of the resident agent;
(c) the effective date of the limited
			 partnership'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
			 partnership satisfies the requirements of M.G.L. c. 109, § 2 or the
			 limited partnership 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 108.00 - Limited Partnerships › Section 108.22 - Registration of Foreign Limited Partnership

Current through Register 1525, July 5, 2024
(1) A
			 foreign limited partnership doing business in the Commonwealth shall submit to
			 the Division within ten days after it commences doing business in the
			 commonwealth, an application for registration as a foreign limited partnership.
			 The application shall be accompanied by a certificate of legal existence or a
			 certificate of good standing of the foreign limited partnership, issued not
			 more than 90 days prior to submission, by an officer or agency properly
			 authorized in the jurisdiction where the foreign limited partnership is
			 organized. If the certificate or such evidence is in a foreign language, a
			 translation thereof, under oath of the translator, shall be attached.
The application shall set forth in the order provided in 950
				CMR 108.22(l)(a) through (h), the following:
(a) the name of the foreign limited
			 partnership and, if different, the name under which it proposes to do business
			 in the Commonwealth;
(b) the
			 jurisdiction where such limited partnership was organized and the date of its
			 organization;
(c) the general
			 character of the business the foreign limited partnership proposes to do in the
			 Commonwealth;
(d) the business
			 address of its principal office;
(e) the name, business address and residence
			 address of its general partners;
(f) the business address of its principal
			 office in the Commonwealth, if any;
(g) the name and street address of the agent
			 for service of process in the Commonwealth and the agent's written consent to
			 the appointment either on the certificate or attached thereto;
(h) the address of the office at which is
			 kept a list of the names and addresses of the limited partners and their
			 capital contributions, together with an undertaking by the foreign limited
			 partnership to keep those records until the foreign limited partnership's
			 registration in the Commonwealth is cancelled.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 108.00 - Limited Partnerships › Section 108.23 - Foreign Limited Partnership: Amendment to Registration

Current through Register 1525, July 5, 2024
If any statement in the application for registration of a
				foreign limited partnership was false when made or any arrangement or other
				facts described have changed, making the application inaccurate in any respect,
				the foreign limited partnership shall promptly file with the Division a
				certificate signed by a general partner correcting or amending such statement.
				The fee for filing the amendment shall be $100.00.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 108.00 - Limited Partnerships › Section 108.24 - Revocation of Authority to Transact Business in the Commonwealth

Current through Register 1525, July 5, 2024
(1) If a foreign limited partnership 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 partnership'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 partnership to
			 transact business in the Commonwealth.
(2) The revocation of authority of a foreign
			 limited partnership shall be deemed to be in the public interest, if the
			 foreign limited partnership fails to appoint a resident agent within 60 days
			 after notice form the Division to the foreign limited partnership of the
			 requirement to maintain a resident agent and office in the
			 commonwealth.
(3) The Division
			 shall give written notice to the foreign limited partnership 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 partnership in the Division records. If
			 the foreign limited partnership 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 partnership to
			 transact business in the Commonwealth.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 108.00 - Limited Partnerships › Section 108.25 - Reinstatement of Authority to Transact Business

Current through Register 1525, July 5, 2024
(1) A foreign limited partnership whose
			 authority to transact business in the Commonwealth was revoked may apply to the
			 Division for reinstatement.
(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 partnership;
(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
			 partnership'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
			 partnership satisfies the requirements of M.G.L. c. 109, § 2 or the
			 foreign limited partnership 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 108.00 - Limited Partnerships › Section 108.26 - Foreign Limited Partnership: Cancellation or Withdrawal

Current through Register 1525, July 5, 2024
(1) The registration of a foreign limited
			 partnership doing business in the Commonwealth shall be canceled in the same
			 manner and at such times as are provided in M.G.L. c. 109, §§ 10 and
			 54 and
			 950 CMR
			 108.19, except that the certificate of
			 cancellation shall be signed by a general partner and 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 partnership
			 must have filed all annual reports and paid all fees required by law to be
			 filed and paid.
(2) A foreign
			 limited partnership doing business in the Commonwealth may withdraw from the
			 Commonwealth by submitting to the Division a certificate of withdrawal signed
			 and sworn to by a general partner stating:
(a)
			 the name of the foreign limited partnership, and if different, the name under
			 which it is registered and doing business in the Commonwealth;
(b) the business address of its principal
			 office;
(c) the business address of
			 its principal office in the Commonwealth, if any;
(d) the name and business address of its
			 resident agent;
(e) that the
			 foreign limited partnership 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 partnership must have filed all annual reports and paid all fees
				required by law to be filed and paid.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 108.00 - Limited Partnerships › Section 108.27 - Foreign Limited Partnership: Annual Report

Current through Register 1525, July 5, 2024
Every foreign limited partnership 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
				108.22, all information required to be
				included in the certificate, and any other matter the general partner
				determines to include therein. The annual report may amend any information in
				the certificate except that any change pertaining to resident agent or office
				must be made as provided in
				950 CMR 108.13.
				The report shall specifically identify each amendment. The fee for filing the
				annual report shall be $500.00.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 108.00 - Limited Partnerships › Section 108.28 - Certificates Issued Pertaining to Limited Partnership

Current through Register 1525, July 5, 2024
The following certificates are available from the Division upon
				payment of the required fee. The Division shall:
(1) issue a certificate of existence to any
			 limited partnership if it appears from the records of the Division that the
			 limited partnership has legal existence, no certificate of cancellation has
			 been filed with respect to the limited partnership and the limited partnership
			 has not been administratively dissolved;
(2) issue a certificate of good standing
			 concerning any limited partnership if it appears from the Division records that
			 the limited partnership has legal existence, has filed all annual reports due
			 and paid all fees with respect to such reports, no certificate of cancellation
			 has been filed with respect to the limited partnership, and the limited
			 partnership has not been administratively dissolved. The certificate shall
			 indicate the existence and good standing status of the limited partnership, and
			 shall provide the identity of all general partners named in the most recent
			 filing made with the Division.
(3)
			 issue a certificate of registration to any foreign limited partnership which
			 appears from the records of the Division to have been duly registered and not
			 withdrawn, canceled or revoked.
(4)
			 issue a certificate of good standing concerning any foreign limited partnership
			 if it appears from the Division records that the foreign limited partnership
			 has been duly registered, has filed all annual reports due and paid all fees
			 with respect to such reports, and its registration has not been withdrawn,
			 cancelled or revoked. The certificate shall indicate the existence and good
			 standing status of the foreign limited partnership, and shall provide the
			 identity of all general partners named in the most recent filing made with the
			 Division.
(5) issue a certificate
			 of legal existence to any limited partnership listing the date of all
			 certificates of amendment* filed or stating that there have been no
			 certificates of amendment filed with the Division if it appears from the
			 records of the Division that the limited partnership has legal existence and
			 has not been cancelled or dissolved;
(6) issue a certificate of registration
			 listing the dates of all certificates of amendment* that have been filed or
			 stating that no certificates of amendment have been filed to any foreign
			 limited partnership which appears from the records of the Division to have been
			 duly registered and not withdrawn, cancelled or revoked.
*Does not include amendments made within an annual
				report.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 108.00 - Limited Partnerships › Section 108.29 - Fees and Methods of Payment

Current through Register 1525, July 5, 2024
(1) The fees
			 relative to limited partnership are as follows:
Certificate of Limited Partnership
$200.00
Annual Report
$500.00
Name Reservation/Transfer
$ 30.00
Amendment
$100.00
Restated Certificate
$100.00
Certificate of Merger/Consolidation
$100.00
Certificate of Cancellation
$100.00
Foreign Registration
$200.00
Foreign Amendment
$100.00
Foreign Annual Report
$500.00
Foreign Cancellation
$100.00
Foreign Withdrawal
$100.00
Certificate of Good Standing
$ 25.00
Certificate of Existence
$ 12.00
Certificate of Registration
$ 12.00
Certificate of Legal Existence
						  w/amendments
$ 25.00
Certificate of Registration
						  w/amendments
$ 25.00
(2)
			 Filing fees, and fees for the copying of documents and the issuance of
			 certificates may be paid for by the following methods:
(a) In person: cash, personal or cashier's
			 check, or money order;
(b) By mail:
			 personal or cashier's check, or money order; or
(c) By electronic transmission or facsimile:
			 MasterCard, Visa, electronic funds transfer or debit card.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 109.00 - Voluntary Associations And Certain Trusts › Section 109.01 - Purpose

Current through Register 1525, July 5, 2024
The regulations in
				950 CMR 109.00 implement the
				responsibilities of the Secretary of the Commonwealth under M.G.L. c. 182,
				concerning voluntary associations and certain trusts.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 109.00 - Voluntary Associations And Certain Trusts › Section 109.02 - Definitions

Current through Register 1525, July 5, 2024
For the purpose of
				950 CMR 109.00 and the forms
				issued to implement it, unless the context otherwise indicates:
(1) "Association" means a voluntary
			 association under a written instrument or declaration of trust, the beneficial
			 interest under which is divided into transferable certificates of participation
			 or shares;
(2) "Trust" means a trust
			 under a written instrument or declaration of trust, the beneficial interest
			 under which is divided into transferable certificates of participation or
			 shares, other than a trust established for the sole purpose of exercising the
			 voting rights pertaining to corporate stock or other securities in accordance
			 with the terms of a written instrument;
(3) "Declaration of trust" means the written
			 instrument or declaration which creates a voluntary association or
			 trust.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 109.00 - Voluntary Associations And Certain Trusts › Section 109.03 - Filing Declaration of Trust

Current through Register 1525, July 5, 2024
The trustees of an association or trust shall file with the
				Division a copy of the Declaration of Trust. The clerks of the Division in
				their examination of the Declaration of Trust have been directed to check for
				the following information:
(a) Name of
			 association or trust;
(b) Date of
			 organization;
(c) Names and
			 addresses of the trustees;
(d)
			 Original signatures of all trustees;
(e) Principle place of business;
(f) Statement that beneficial interest is
			 divided into transferable certificates of participation or shares;
(g) Ability to merge (if ability is so
			 desired).
If the association or trust is organized under the laws of a
				state other than Massachusetts, then the Declaration of Trust shall include a
				clause indicating the association or trust is in compliance and will continue
				to comply with Massachusetts Law.
If none of the trustees list their address as a Massachusetts
				address, then the Declaration of Trust shall further include the name and
				address of a resident agent.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 109.00 - Voluntary Associations And Certain Trusts › Section 109.04 - Amendments

Current through Register 1525, July 5, 2024
The trustees of an association or trust shall file a copy of
				any amendment of the Declaration of Trust with the Division within 30 days of
				the adoption of each amendment.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 109.00 - Voluntary Associations And Certain Trusts › Section 109.05 - Annual Reports

Current through Register 1525, July 5, 2024
The trustees of an association or trust must file an annual
				report with the Division on or before June 1st for each year of existence of
				the association or trust. The clerks of the Division in their examination of
				the annual report have been directed to check for the following
				information:
(a) The name of the
			 association or trust;
(b) The
			 principal place of business in Massachusetts and elsewhere if
			 applicable;
(c) The number of its
			 issued and outstanding transferable shares;
(d) The names and addresses of the trustees.
The trustee, or if more than one trustee, then at least two
				trustees shall sign the annual report under the penalties of
				perjury.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 109.00 - Voluntary Associations And Certain Trusts › Section 109.06 - Trusts and Certain Public Utilities

Current through Register 1525, July 5, 2024
Pursuant to M.G.L. c. 182, § 4, the trustees of an
				association or trust who own or control a majority of the capital stock of a
				railroad, street railway, electric railroad, elevated railway, gas, electric or
				water company, or corporation engaged in the common carriages of passengers by
				motor vehicle, shall file with the Division annually on or before April 1st a
				statement containing the following information:
(a) Number of shares of such company or
			 corporation;
(b) The stockholders
			 of record on the books of such company or corporation in whose name such shares
			 are held.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 109.00 - Voluntary Associations And Certain Trusts › Section 109.07 - Termination

Current through Register 1525, July 5, 2024
In order to properly terminate an association or trust the
				trustees shall file with the Division a copy of their vote to terminate the
				trust which shall include the exact date of termination. The trustees must also
				file all the appropriate annual reports up to the date of
				termination.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 109.00 - Voluntary Associations And Certain Trusts › Section 109.08 - Penalties For Failure To File

Current through Register 1525, July 5, 2024
Any trustee who fails to file a declaration of trust as
				required by M.G.L. c. 182, § 2, and
				950 CMR
				109.03, shall be punished by a fine of not
				more than $500.00 or by imprisonment for not more than three months.
Any trustee who fails to file an annual report as required by
				M.G.L. c. 182, § 4, and
				950 CMR 109.05,
				shall be punished by a fine of not more than $500.00 or by imprisonment for
				three months.
Any trustee or association which fails to file an annual report
				as required by M.G.L. c. 182, § 12, and
				950 CMR 109.05
				within 30 days after notice of default sent by the Division, as provided in
				M.G.L. c. 182, § 14, shall forfeit to the Commonwealth not less than $5.00
				nor more than $10.00 for each day during which the default continues. The
				Supreme Judicial Court in Suffolk County may issue an injunction restraining
				the further prosecution of the business of the trust or association until such
				forfeiture, with interest and costs, has been paid and until such annual report
				has been filed.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 109.00 - Voluntary Associations And Certain Trusts › Section 109.09 - Forms and Fees

Current through Register 1525, July 5, 2024
All fees for filing the particular forms to which they pertain
				shall be paid, prior to filing, by cash, check, draft, or money order made
				payable to the "Commonwealth of Massachusetts" in accordance with the
				following:
Table 1
(a)
Declaration of Trust
$150.00
(No form - See
							 950 CMR 101.03 )
(b)
Annual Report
$ 50.00
The Division also issues certain certificates relative to
				associations or trusts in accordance with the following:
Table 2
(a)
Certificate of Legal Existence
$ 5.00
(b)
Long Form Certificate of Legal Existence
$ 15.00
(c)
Certificate of Good Standing
$ 10.00
(d)
Certificate of Termination
$ 10.00
For purposes of this fee schedule, Item" is defined as any
				single unit of information listed on a certificate, for example, a change of
				name or a date of amendment.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 109.00 - Voluntary Associations And Certain Trusts › Section 109.10 - Public Inspection of Records

Current through Register 1525, July 5, 2024
The records of the Division pertaining to associations or
				trusts shall be available for public inspection during regular business
				hours.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 110.00 - Service Of Legal Process › Section 110.01 - Purpose

Current through Register 1525, July 5, 2024
The regulations in
				950 CMR
				110.00 implement the responsibilities of the Secretary
				of the Commonwealth under M.G.L. c. 181, § 15, M.G.L. c. 223, § 37,
				and M.G.L. c. 227, § 5, concerning the service of legal
				process.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 110.00 - Service Of Legal Process › Section 110.02 - Definitions

Current through Register 1525, July 5, 2024
For the purposes of
				950 CMR
				110.00 and the forms issued to implement it, unless
				the context otherwise indicates:
(a)
			 "domestic corporation" means a corporation that has been established,
			 organized, or chartered under the laws of the Commonwealth.
(b) "foreign corporation" means a corporation
			 that has been established, organized, or chartered under laws other than those
			 of the Commonwealth.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 110.00 - Service Of Legal Process › Section 110.03 - Service On Domestic Corporation

Current through Register 1525, July 5, 2024
In an action against a domestic corporation, (other than a
				county, city, town, parish, or religious society, or the proprietors of
				wharves, general fields, or real estate lying in common who are incorporated )
				service of legal process shall be made according to the following guidelines
				derived from M.G.L. c. 223, § 37:
(1) The person desiring to initiate the
			 action, hereinafter referred to as the plaintiff, should first contact an
			 officer authorized to serve legal process;
(2) Care should be taken to be certain that
			 the correct corporate name is being used;
(3) If the said officer after a diligent
			 search can find no one upon whom he can lawfully make service he shall note
			 this on his return of process;
(4)
			 The court to which such process is returned may, upon application of the
			 plaintiff, issue an order of notice to the domestic corporation, directing it
			 to appear and answer within a designated period;
(5) The plaintiff shall then deliver a copy
			 of such order in duplicate, that is, including two copies of the summons and
			 two copies of the complaint, to the Division;
(6) At this time a fee of $5.00 shall be paid
			 to the Division;
(7) The Division
			 shall forthwith send the copies by certified mail, return receipt requested, to
			 such domestic corporation at the appropriate address on file;
(8) As soon as may be after such mailing the
			 Division shall send a certificate of compliance to the court attaching to it
			 either the return receipt or the undelivered copies, as the case may
			 be;
(9) Duplicate copies of the
			 legal process shall be kept on file in the Division for a period of at least
			 three years.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 110.00 - Service Of Legal Process › Section 110.04 - Service On Foreign Corporation

Current through Register 1525, July 5, 2024
Service of legal process in all judicial and administrative
				proceedings against a foreign corporation doing business in the Commonwealth
				shall be made by an officer authorized to serve legal process upon the
				Division. Service of legal process may be made upon the Division against a
				foreign corporation no longer doing business in the Commonwealth if the
				proceeding involves a liability alleged to have been incurred by the foreign
				corporation while it was doing business in the Commonwealth. If the foreign
				corporation has designated a resident agent in its most recent certificate
				filed with the Division then service of process shall not be deemed to have
				been completed until the resident agent has received the service of process
				from the Division, unless the resident agent cannot be found at the designated
				address or unless the resident agent refuses to act as such.
When legal process is served upon the Division by an officer
				authorized to serve such process, the Division shall take the following steps
				pursuant to M.G.L. c. 181, § 15:
(1) Notice of such service and a copy of the
			 legal process shall be sent to the foreign corporation by regular
			 mail;
(2) A fee of five dollars
			 shall be paid to the Division and an additional fee of five dollars shall be
			 paid to the Division in order to receive a certificate from the Division
			 indicating compliance with the law;
(3) The Division shall keep a record of all
			 such process which shall show the day and hour of service.
In the event that the foreign corporation is not registered to
				do business in the Commonwealth and the plaintiff or his attorney has not
				furnished the address of the foreign corporation, the Division shall return the
				notice and copies of the process to the plaintiff or his
				attorney.
Code of Massachusetts Regulations › 950 CMR - OFFICE OF THE SECRETARY OF THE COMMONWEALTH › Title 950 CMR 110.00 - Service Of Legal Process › Section 110.05 - Criminal Service On Foreign Corporation

Current through Register 1525, July 5, 2024
The service of legal process by the Division upon a foreign
				corporation for violation of any criminal law of the Commonwealth may be made
				pursuant to M.G.L. c. 181, § 15, and 950 CMR 118.04. However, in the case
				of such criminal service no fee shall be paid to the
				Division.