Limited Liability Company Act

  1. Law
  2. Massachusetts General Laws
  3. Administration of the Government
  4. Corporations
  5. Limited Liability Company Act

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Section
1

Short Title

Section
2

Definitions

Section
3

Name of Limited Liability Company

Section
4

Reservation of Exclusive Right to Name

Section
5

Office and Agent for Service of Process in Commonwealth

Section
5a

Certificate of Change of Resident Agent or Street Address of Resident Agent; Change of Address of Llc Business Office; Resignation

Section
6

Powers and Privileges of Limited Liability Company; Information to Be Provided on Certificate of Organization or Application for Registration

Section
7

Transaction of Business Between Member or Manager and Limited Liability Company

Section
8

Indemnification of Member or Manager

Section
9

Records and Documents

Section
10

Furnishing of Documents and Information to Members and Managers

Section
11

Reliance on Records and Documents

Section
12

Certificate of Organization

Section
13

Amendment of Certificate of Organization

Section
14

Cancellation of Certificate of Organization

Section
15

Execution of Certificate by Authorized Person

Section
16

Failure or Refusal to Execute Certificate

Section
17

Filing of Certificate With State Secretary

Section
18

Filing of Certificate as Notice

Section
19

Restated Certificates of Organization

Section
20

Admission as Member of Limited Liability Company

Section
21

Rights, Powers and Duties of Classes or Groups of Members

Section
22

Debts, Obligations and Liabilities of Limited Liability Company

Section
23

Designation of Manager

Section
24

Management of Limited Liability Company

Section
25

Manager's Membership in Company

Section
26

Relative Rights, Duties and Powers of Classes or Groups of Managers

Section
27

Contributions of Members

Section
28

Members' Obligations to Limited Liability Company

Section
29

Allocation of Profits and Losses

Section
30

Distributions of Cash or Other Assets

Section
31

Entitlement to Distributions

Section
32

Distribution to Resigning Member

Section
33

Form of Distribution on Demand; Acceptance of Distribution of Assets

Section
34

Entitlement to Creditor Remedies

Section
35

Liability for Distribution in Excess of Terms of Operating Agreement

Section
36

Resignation of Member

Section
37

Resignation of Manager

Section
38

Personal Property

Section
39

Assignment of Interest

Section
40

Judgment Against Member Payable With Interest in Limited Liability Company

Section
41

Membership of Assignee

Section
42

Death or Incompetence of Member

Section
43

Dissolution of Limited Liability Company

Section
44

Court-Decreed Dissolution

Section
45

Winding Up Affairs of Dissolved Limited Liability Company

Section
46

Distribution of Assets of Limited Liability Company Following Dissolution

Section
47

Laws Applicable to Foreign Limited Liability Company

Section
48

Registration of Foreign Limited Liability Company

Section
49

Duties of State Secretary With Respect to Foreign Limited Liability Companies

Section
50

Name of Foreign Limited Liability Company

Section
51

Resident Agent for Service of Process on Foreign Limited Liability Company

Section
52

Correction or Amendment of Application for Registration of Foreign Limited Liability Company

Section
53

Cancellation of Registration of Foreign Limited Liability Company

Section
54

Failure to Register; Penalty; Service of Process

Section
55

Suits by or Against Limited Liability Company

Section
56

Suits on Behalf of Limited Liability Company

Section
57

Court Orders on Termination of Derivative Suit

Section
58

Lack of Authority to Sue

Section
59

Consolidation or Merger

Section
60

Approval of Consolidation or Merger; Objection; Termination or Amendment

Section
61

Certificate of Consolidation or Merger

Section
62

Rights, Privileges, Powers, Property and Debts of Consolidated or Merged Business Entity

Section
63

Duties and Liabilities of Members and Managers

Section
64

Reorganization of Limited Liability Company

Section
65

Liability Insurance

Section
66

Recordable Instruments Affecting Real Property Binding on Limited Liability Company

Section
67

Certification of Authority to Act for Limited Liability Company

Section
68

Good Standing

Section
69

Conversion of Business Entity to Limited Liability Company

Section
70

Administrative Dissolution; Notice; Wind Up and Liquidation of Affairs

Section
71

Application for Reinstatement by Limited Liability Company Subject to Administrative Dissolution or Revocation of Authority to Transact Business

Section
72

Revocation of Foreign Limited Liability Company's Authority to Transact Business in Commonwealth; Grounds; Notice; Effective Date