Chapter 109

Section 52. A foreign limited partnership doing business in the commonwealth shall appoint a resident agent as its true and lawful attorney upon whom all lawful process in any action or proceeding against the foreign limited partnership in the commonwealth may be served. Sections…

Section 53. If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file i…

Section 54. The registration of a foreign limited partnership doing business in the commonwealth shall be cancelled in the manner and at such times as are provided in section ten except that the cancellation shall be signed by a general partner. A foreign limited partnership doin…

Section 55. (a) A foreign limited partnership doing business in the commonwealth which fails to register with the secretary of state shall be subject to subdivision A of section 15.02 of chapter 156D relative to foreign corporations. (b) Foreign limited partnership shall be liabl…

Section 56. A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likel…

Section 57. In a derivative action, the plaintiff must be a partner at the time of bringing the action and (1) at the time of the transaction of which he complains or (2) his status as a partner had devolved upon him by operation of law or pursuant to the terms of the partnership…

Section 58. In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort.

Section 59. If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney's fee…

Section 6. A limited partnership may carry on any business that a partnership without limited partners may carry on.

Section 60. This chapter shall apply and be construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.

Section 61. The fee for filing in the office of the secretary of state of any original certificate of limited partnership or application for registration as a foreign limited partnership shall be one hundred and fifty dollars. The fee for filing a certificate of amendment, cancel…

Section 62. In any case not provided for in this chapter, the provisions of the Uniform Partnership Act as provided in chapter one hundred and eight A shall control.

Section 63. (a) Each domestic or foreign limited partnership authorized to transact business in the commonwealth shall file an annual report with the state secretary on or before the anniversary date of the filing of the certificate of limited partnership. The annual report shall…

Section 64. (a) The state secretary may commence a proceeding to dissolve a limited partnership if: (1) the limited partnership has failed for 2 consecutive years to comply with the laws requiring the filing of annual reports; or (2) he is satisfied that the limited partnership h…

Section 65. (a) The state secretary may commence a proceeding to revoke the authority of a foreign limited partnership to transact business in the commonwealth if: (1) the limited partnership has failed for 2 consecutive years to comply with the laws requiring the filing of annua…

Section 66. A limited partnership administratively dissolved under section 64 or whose authority to transact business in the commonwealth has been revoked under section 65 may apply to the state secretary for reinstatement at any time. The application for reinstatement shall: (1)…

Section 7. Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner.

Section 8. (a) In order to form a limited partnership a certificate of limited partnership shall be executed. The certificate shall be filed in the office of the secretary of state and shall set forth: (1) the name of the limited partnership; (2) the general character of its busi…

Section 9. (a) A certificate of limited partnership is amended by filing a certificate of amendment thereto in the office of the secretary of state. The certificate of amendment shall set forth: (1) the name of the limited partnership; (2) the date of filing the certificate; and …