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Massachusetts General Laws > Part I > Title XXII > Chapter 156C - Limited Liability Company Act

^{Current as of: 2009}

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

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