§ 1 Definitions
§ 1A Short title
§ 2 Name of limited partnership; requirements
§ 3 Reservation of name
§ 4 Office and agent for service of process
§ 4A Certificate of change of resident agent or address of resident agent; change of address of limited partnership business office; resignation
§ 5 Records
§ 6 Business of partnership
§ 7 Partners transacting business with partnership
§ 8 Certificate
§ 9 Amendment to certificate
§ 10 Cancellation of certificate
§ 11 Execution of certificates
§ 12 Execution of certificate ordered by court
§ 13 Filing of certificates
§ 14 False statements in certificates; damages
§ 15 Notice
§ 16 Delivery of certificates to limited partners
§ 16A Consolidation or merger
§ 17 Limited partners
§ 18 Right to vote of limited partners
§ 19 Liability of limited partners
§ 20 Person erroneously believing himself limited partner
§ 21 Records; rights of limited partners
§ 22 Additional general partners
§ 23 Cessation of general partner status
§ 24 Rights, powers and liabilities of general partners
§ 25 Contributions by general partner
§ 26 Right to vote of general partners
§ 27 Form of partner’s contribution
§ 28 Obligation to contribute
§ 29 Allocation of profits and losses
§ 30 Distributions of cash or other assets
§ 31 Interim distributions
§ 32 Withdrawal of general partner
§ 33 Withdrawal of limited partner
§ 34 Distribution to partner upon withdrawal
§ 35 Distribution in kind
§ 36 Right to distribution
§ 37 Limitations on distribution
§ 38 Liability upon return of contribution
§ 39 Nature of partnership interest
§ 40 Assignment of partnership interest
§ 41 Rights of judgment creditor
§ 42 Assignee becoming limited partner
§ 43 Death or incompetency of partner; power to settle estate or administer property
§ 44 Nonjudicial dissolution
§ 45 Judicial dissolution
§ 46 Winding up partnership affairs
§ 47 Distribution of assets following winding up
§ 48 Foreign limited partnerships; liability of partners and agents; law governing
§ 49 Registration of foreign limited partnership
§ 50 Approval of registration of foreign limited partnership; fee; records
§ 51 Name of foreign limited partnership
§ 52 Resident agent
§ 53 Correction or amendment of false or changed statements in application for registration of foreign limited partnership
§ 54 Cancellation of registration of foreign limited partnership; certificate of withdrawal
§ 55 Failure to register of foreign limited partnership; capacity to sue and be sued; secretary of state as attorney of unregistered or withdrawn partnerships
§ 56 Right of action by limited partner
§ 57 Proper plaintiff
§ 58 Pleading
§ 59 Expenses in successful action
§ 60 Construction and application of chapter
§ 61 Fees
§ 62 Cases not provided for by chapter
§ 63 Annual report; fee
§ 64 Administrative dissolution; grounds; notice; wind up and liquidation of affairs
§ 65 Revocation of authority of foreign limited partnership to transact business in commonwealth; notice; effective date
§ 66 Application for reinstatement after administrative dissolution or revocation of right to transact business; contents

Terms Used In Massachusetts General Laws > Chapter 109 - Limited Partnership

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Attorney-in-fact: A person who, acting as an agent, is given written authorization by another person to transact business for him (her) out of court.
  • Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
  • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Executor: A male person named in a will to carry out the decedent
  • Fiduciary: A trustee, executor, or administrator.
  • Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
  • Interests: includes any form of membership in a domestic or foreign nonprofit corporation. See Massachusetts General Laws ch. 156D sec. 11.01
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • Oath: A promise to tell the truth.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Other entity: includes a domestic or foreign nonprofit corporation. See Massachusetts General Laws ch. 156D sec. 11.01
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Personal property: All property that is not real property.
  • Plaintiff: The person who files the complaint in a civil lawsuit.
  • Power of attorney: A written instrument which authorizes one person to act as another's agent or attorney. The power of attorney may be for a definite, specific act, or it may be general in nature. The terms of the written power of attorney may specify when it will expire. If not, the power of attorney usually expires when the person granting it dies. Source: OCC
  • Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
  • Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
  • Service of process: The service of writs or summonses to the appropriate party.
  • Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
  • Statute: A law passed by a legislature.
  • Trial: A hearing that takes place when the defendant pleads "not guilty" and witnesses are required to come to court to give evidence.
  • Trustee: A person or institution holding and administering property in trust.