Mass. Gen. Laws ch. 156C – Limited Liability Company Act | Midpage

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Massachusetts General Laws

Chapter 156C

Mass. Gen. Laws ch. 156C

Limited Liability Company Act

1Short title 2Definitions 3Name of limited liability company 4Reservation of exclusive right to name 5Office and agent for service of process in commonwealth 5ACertificate of change of resident agent or street address of resident agent; change of address of LLC business office; resignation 6Powers and privileges of limited liability company; information to be provided on certificate of organization or application for registration 7Transaction of business between member or manager and limited liability company 8Indemnification of member or manager 9Records and documents 10Furnishing of documents and information to members and managers 11Reliance on records and documents 12Certificate of organization 13Amendment of certificate of organization 14Cancellation of certificate of organization 15Execution of certificate by authorized person 16Failure or refusal to execute certificate 17Filing of certificate with state secretary 18Filing of certificate as notice 19Restated certificates of organization 20Admission as member of limited liability company 21Rights, powers and duties of classes or groups of members 22Debts, obligations and liabilities of limited liability company 23Designation of manager 24Management of limited liability company 25Manager's membership in company 26Relative rights, duties and powers of classes or groups of managers 27Contributions of members 28Members' obligations to limited liability company 29Allocation of profits and losses 30Distributions of cash or other assets 31Entitlement to distributions 32Distribution to resigning member 33Form of distribution on demand; acceptance of distribution of assets 34Entitlement to creditor remedies 35Liability for distribution in excess of terms of operating agreement 36Resignation of member 37Resignation of manager 38Personal property 39Assignment of interest 40Judgment against member payable with interest in limited liability company 41Membership of assignee 42Death or incompetence of member 43Dissolution of limited liability company 44Court-decreed dissolution 45Winding up affairs of dissolved limited liability company 46Distribution of assets of limited liability company following dissolution 47Laws applicable to foreign limited liability company 48Registration of foreign limited liability company 49Duties of state secretary with respect to foreign limited liability companies 50Name of foreign limited liability company 51Resident agent for service of process on foreign limited liability company 52Correction or amendment of application for registration of foreign limited liability company 53Cancellation of registration of foreign limited liability company 54Failure to register; penalty; service of process 55Suits by or against limited liability company 56Suits on behalf of limited liability company 57Court orders on termination of derivative suit 58Lack of authority to sue 59Consolidation or merger 60Approval of consolidation or merger; objection; termination or amendment 61Certificate of consolidation or merger 62Rights, privileges, powers, property and debts of consolidated or merged business entity 63Duties and liabilities of members and managers 64Reorganization of limited liability company 65Liability insurance 66Recordable instruments affecting real property binding on limited liability company 67Certification of authority to act for limited liability company 68Good standing 69Conversion of business entity to limited liability company 70Administrative dissolution; notice; wind up and liquidation of affairs 71Application for reinstatement by limited liability company subject to administrative dissolution or revocation of authority to transact business 72Revocation of foreign limited liability company's authority to transact business in commonwealth; grounds; notice; effective date