Chapter 109

Section 1. As used in this chapter, the following words shall, unless the context clearly requires otherwise, have the following meanings:— (1) ''Certificate of limited partnership'', the certificate referred to in section eight, and the certificate as amended or restated. (2) ''…

Section 10. A certificate of limited partnership shall be cancelled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation shall be filed in the office of the secretary of state …

Section 11. (a) Each certificate required by sections eight to sixteen, inclusive, to be filed in the office of the secretary of state shall be executed in the following manner: (1) an original certificate of limited partnership must be signed by all general partners; (2) a certi…

Section 12. If a person required by section eleven to execute a certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the superior court department of the trial court to direct the execution of the certificate. If…

Section 13. (a) Two signed copies of the certificate of limited partnership and of any certificates of amendment or cancellation, or of any judicial decree of amendment or cancellation, shall be delivered to the secretary of state. A person who executes a certificate as an agent …

Section 14. If any certificate of limited partnership or certificate of amendment or cancellation contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from: (1) any person who executes the certificate, or causes another to…

Section 15. The fact that a certificate of limited partnership is on file in the office of the secretary of state is notice that the partnership is a limited partnership and the persons designated therein as general partners are general partners, but it is not notice of any other…

Section 16. Upon the return by the secretary of state pursuant to section thirteen of a certificate marked ''filed'', the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate to each limited partner unless the partn…

Section 16A. (a) As used in this section, other business entity shall mean a corporation to which section 17.01 of chapter 156D applies, a foreign corporation, as defined in subsection (a) of section 1.40 of said chapter 156D, a professional corporation and a foreign professional…

Section 17. (a) A person becomes a limited partner on the later of: (1) the date the original certificate of limited partnership is filed; or (2) the date stated in the records of the limited partnership as the date that person becomes a limited partner. (b) After the filing of a…

Section 18. (a) Subject to section nineteen, the partnership agreement may grant to all or a specified group of the limited partners the right to vote, on a per capita or other basis, upon any matter. (b) When the limited partnership is an investment company registered under the …

Section 19. (a) Except as provided in subsection (d), a limited partner is not liable for the obligations of a limited partnership unless he is also a general partner or, in addition to the exercise of his rights and powers as a limited partner, he participates in the control of …

Section 1A. This chapter may be cited as the Uniform Limited Partnership Act.

Section 2. The name of each limited partnership as set forth in its certificate of limited partnership: (1) shall contain without abbreviation the words ''limited partnership''; (2) may not contain the name of a limited partner unless (i) it is also the name of a general partner …

Section 20. (a) Except as provided in subsection (b), a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its ob…

Section 21. Each limited partner has the right to: (1) inspect and copy any of the partnership records required to be maintained by section five, and (2) obtain from the general partners from time to time upon reasonable demand (i) true and full information regarding the state of…

Section 22. After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided in the partnership agreement or, if the partnership agreement does not provide for the admission of additional general part…

Section 23. Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events: (1) the general partner withdraws from the limited partnership as provid…

Section 24. Except as provided in this chapter, a general partner of a limited partnership is subject to the liabilities of a partner in a partnership without limited partners and, except as provided in this chapter or in the partnership agreement, has the rights and powers and i…

Section 25. A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits,…

Section 26. The partnership agreement may grant to all or certain identified general partners the right to vote, on a per capita or any other basis, separately or with all or any class of the limited partners, on any matter.

Section 27. The contribution of a partner may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.

Section 28. (a) No promise by a limited partner to contribute to the limited partnership is enforceable unless set out in a writing signed by the limited partner. (b) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any…

Section 29. The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, profits and losses shall …

Section 3. (a) The exclusive right to the use of a name may be reserved by: (1) any person intending to organize a limited partnership under this chapter and to adopt such name; (2) any domestic limited partnership or any foreign limited partnership registered in the commonwealth…

Section 30. Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, distributi…

Section 31. Except as provided in sections thirty-one to thirty-eight, inclusive, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and closing of its affairs to the extent and a…

Section 32. A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach …

Section 33. A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in writing in the partnership agreement. If the agreement does not specify the time or the events upon the happening of which the limited partner may withdr…

Section 34. Except as provided in sections thirty-one to thirty-eight, inclusive, upon withdrawal any withdrawing partner is entitled to receive any distribution to which he is entitled under the partnership agreement and, if not otherwise provided in the agreement, he is entitle…

Section 35. Except as provided in writing in the partnership agreement, a partner, regardless of the nature of his contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partne…

Section 36. At the time a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.

Section 37. A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair v…

Section 38. (a) If a partner has received the return of any part of his contribution without violation of the partnership agreement or this chapter, he is liable to the limited partnership for a period of one year thereafter for the amount of the returned contribution, but only t…

Section 39. A partnership interest is personal property.

Section 4. Each limited partnership shall continuously maintain in the commonwealth: (1) an office, which may, but need not be a place of its business in the commonwealth, at which shall be kept the records required by section five to be maintained; and (2) an agent for service o…

Section 40. Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest shall not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An ass…

Section 41. On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment credito…

Section 42. (a) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that (1) the assignor gives the assignee that right in accordance with authority described in the partnership agreement, or (2) all…

Section 43. If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the partner's executor, administrator, guardian, conservator, or other legal representative may exercise all the partner's …

Section 44. A limited partnership is dissolved and its affairs shall be closed upon the happening of the first to occur of the following: (1) at the time specified in writing in the partnership agreement; (2) upon the happening of events specified in writing in the partnership ag…

Section 45. On application by or for a partner the superior court department of the trial court may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement.

Section 46. Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership's affairs; provided, however, that the superior court department of the…

Section 47. Upon the winding up of a limited partnership, the assets shall be distributed as follows: (1) to creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distr…

Section 48. A foreign limited partnership shall not do any business in the commonwealth which is prohibited to a limited partnership organized under this chapter. A general partner or other agent of a foreign limited partnership shall be subject to the liabilities, and shall have…

Section 49. A foreign limited partnership shall be considered to be doing business in the commonwealth for the purposes of this section if it would be considered to be doing business in the commonwealth for the purpose of section 15.01 of subdivision A of Part 15 of chapter 156D …

Section 4A. (a) A limited partnership may change its resident agent or the street address of the resident agent by filing a certificate of change of agent or address with the state secretary. The statement shall contain the following information: (1) the name of the limited partn…

Section 5. (a) Each limited partnership shall keep at the office referred to in clause (1) of section four the following: (1) a current list of the full name and last known business address of each partner, separately identifying in alphabetical order the general partners and the…

Section 50. The secretary of state shall examine and endorse his approval on the application for registration if the business of the foreign limited partnership is not prohibited by law to a limited partnership formed under this chapter and if the secretary of state determines th…

Section 51. A foreign limited partnership may register with the secretary of state and do business in the commonwealth under any name, whether or not it is the name under which it is registered in its jurisdiction of organization, that could be assumed by a limited partnership.