§ 1 Short title
§ 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
§ 5A Certificate of change of resident agent or street address of resident agent; change of address of LLC business office; resignation
§ 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
§ 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; acceptance of distribution of assets
§ 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 Resident 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
§ 69 Conversion of business entity to limited liability company
§ 70 Administrative dissolution; notice; wind up and liquidation of affairs
§ 71 Application for reinstatement by limited liability company subject to administrative dissolution or revocation of authority to transact business
§ 72 Revocation of foreign limited liability company’s authority to transact business in commonwealth; grounds; notice; effective date

Terms Used In Massachusetts General Laws > Chapter 156C - Limited Liability Company Act

  • 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.
  • Appraisal: A determination of property value.
  • 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.
  • Contract: A legal written agreement that becomes binding when signed.
  • 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.
  • Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
  • 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.
  • Fraud: Intentional deception resulting in injury to another.
  • Grantor: The person who establishes a trust and places property into it.
  • Guarantor: A party who agrees to be responsible for the payment of another party's debts should that party default. Source: OCC
  • 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.
  • Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
  • 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.
  • Lien: A claim against real or personal property in satisfaction of a debt.
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • Mortgagee: The person to whom property is mortgaged and who has loaned the money.
  • Mortgagor: The person who pledges property to a creditor as collateral for a loan and who receives the money.
  • 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
  • Quorum: The number of legislators that must be present to do business.
  • Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
  • Service of process: The service of writs or summonses to the appropriate party.
  • Statute: A law passed by a legislature.
  • Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
  • 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.