Chapter 156C

Section 1. This chapter may be cited as the Massachusetts Limited Liability Company Act.

Section 10. Each member or manager of a limited liability company has the right, subject to such reasonable standards, including standards governing what information and documents are to be furnished at what time and location and at whose expense, as may be set forth in the opera…

Section 11. A member or manager of a limited liability company shall be fully protected in relying in good faith upon the provisions of a written operating agreement and the records of the limited liability company and upon such information, opinions, reports or statements presen…

Section 12. (a) In order to form a limited liability company, one or more authorized persons must execute a certificate of organization. The certificate of organization shall be filed in the office of the state secretary and set forth: (1) the name of the limited liability compan…

Section 13. (a) A certificate of organization may be amended by filing a certificate of amendment thereto in the office of the state secretary. The certificate of amendment shall set forth: (1) the name of the limited liability company; (2) the date of filing of its certificate o…

Section 14. A certificate of organization shall be cancelled upon the dissolution and the completion of winding up of a limited liability company, or at any other time there are no members, or upon the filing of a certificate of consolidation or merger if the limited liability co…

Section 15. (a) Each certificate required by this chapter to be filed in the office of the state secretary shall be executed: (1) by any manager if the limited liability company has managers or by any other authorized person set forth in the certificate of organization or any ame…

Section 16. (a) If a person required to execute a certificate required by this chapter 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 cert…

Section 17. (a) The original signed copy of the certificate of organization and of any certificates of amendment or cancellation or of any judicial decree of amendment or cancellation, and of any certificate of consolidation or merger or conversion and of any restated certificate…

Section 18. The fact that a certificate of organization is on file in the office of the state secretary shall be notice that the entity formed in connection with the filing of the certificate of organization is a limited liability company formed under the laws of the commonwealth…

Section 19. (a) A limited liability company may at any time, integrate into a single instrument all of the provisions of its certificate of organization which are then in effect and operative as a result of there having theretofore been filed with the state secretary one or more …

Section 2. As used in this chapter, the following words shall unless the context clearly otherwise requires have the following meanings:— (1) ''Bankruptcy'', the occurrence of any of the following events: (a) a member: (1) makes an assignment for the benefit of creditors; (2) fil…

Section 20. (a) In connection with the formation of a limited liability company, a person acquiring a limited liability company interest is admitted as a member of the limited liability company upon the later to occur of: (1) the formation of the limited liability company; or (2)…

Section 21. (a) An operating agreement may provide for classes or groups of members having such relative rights, powers and duties as the operating agreement may provide, and may make provision for the future creation in the manner provided in the operating agreement of additiona…

Section 22. Except as otherwise provided by this chapter, the debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the limited liability company; and no member …

Section 23. A person may be named or designated as a manager of the limited liability company as defined in clause seven of section two.

Section 24. (a) Unless otherwise provided in the operating agreement, the management of a limited liability company shall be vested in its members. An operating agreement may provide for the management, in whole or in part, of a limited liability company by one or more managers, …

Section 25. A manager need not be a member of the limited liability company.

Section 26. (a) An operating agreement may provide for classes or groups of managers having such relative rights, powers and duties as the operating agreement may provide, and may make provision for the future creation in the manner provided in the operating agreement of addition…

Section 27. The contribution of a member to a limited liability company 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) Except as provided in a written operating agreement, a member is obligated to a limited liability company to perform any promise to contribute cash or property or to perform services, even if he is unable to perform because of death, disability or any other reason…

Section 29. (a) The profits and losses of a limited liability company shall be allocated among the members, and among classes or groups of members, in the manner provided in the operating agreement. If an operating agreement does not so provide, profits and losses shall be alloca…

Section 3. The name of each limited liability company as set forth in its certificate of organization: (1) shall contain the words ''limited liability company'', ''limited company'', or the abbreviation ''L.L.C.'', ''L.C.'', ''LLC'' or ''LC''; (2) may contain the name of a member…

Section 30. Distributions of cash or other assets of a limited liability company shall be allocated among the members, and among classes or groups of members, in the manner provided in the operating agreement. If the operating agreement does not so provide, distributions shall be…

Section 31. Except as provided in sections thirty-two and forty-six, a member is entitled to receive distributions from a limited liability company only to the extent and at the times or upon the happening of the events specified in the operating agreement or, if the operating ag…

Section 32. Upon resignation, a resigning member is entitled to receive any distribution to which he is entitled upon resignation under a written operating agreement. If not otherwise provided in a written operating agreement, a resigning member is entitled to receive, within a r…

Section 33. Except as provided in a written operating agreement, a member, regardless of the nature of his contribution, has no right to demand and receive any distribution from a limited liability company in any form other than cash. Except as provided in a written operating agr…

Section 34. Except as provided in the operating agreement, and subject to section forty-six, at the time a member becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respe…

Section 35. (a) A member or manager who votes for or assents to a distribution in violation of the operating agreement shall be personally liable to the limited liability company for the amount of the distribution that exceeds what could have been distributed without violating th…

Section 36. A member may resign as a member of a limited liability company at the time or upon the happening of events specified in the operating agreement and in accordance with the operating agreement. An operating agreement may provide that a member shall not have the right to…

Section 37. A manager may resign as a manager of a limited liability company at the time or upon the happening of events specified in the operating agreement and in accordance with the operating agreement. An operating agreement may provide that a manager shall not have the right…

Section 38. A limited liability company interest is personal property. A member has no interest in specific limited liability company property.

Section 39. (a) A limited liability company interest is assignable in whole or in part except as provided in the operating agreement. The assignee of a member's limited liability company interest shall have no right to participate in the management of the business and affairs of …

Section 4. (a) The exclusive right to the use of a name may be reserved by: (1) any person intending to organize a limited liability company under this chapter and to adopt such name; (2) any domestic limited liability company or any foreign limited liability company registered i…

Section 40. On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge the limited liability company interest of the member with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judg…

Section 41. (a) An assignee of a limited liability company interest may become a member: (1) upon the approval of all of the members of the limited liability company other than the member assigning the limited liability company interest; or (2) upon compliance with any procedure …

Section 42. Unless otherwise provided in the operating agreement, if a member who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the member's executor, administrator, guardian, conservator or other l…

Section 43. A limited liability company is dissolved and its affairs shall be wound up upon the first to occur of the following: (1) the time specified in the operating agreement; (2) the happening of an event as specified in the operating agreement; (3) the written consent of al…

Section 44. On application by or for a member or manager the superior court department of the trial court may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on its business in conformity with the certificate of organization or…

Section 45. (a) Unless otherwise provided in an operating agreement, a manager who has not wrongfully dissolved a limited liability company or, if none, the members or a person approved by the members pursuant to the operating agreement, or if there is no operating agreement, pur…

Section 46. (a) Upon the winding up of a limited liability company, the assets shall be distributed as follows: (1) to creditors, including members and managers who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the limited liability co…

Section 47. A foreign limited liability company shall not do any business in the commonwealth which is prohibited to a limited liability company organized under this chapter. A member, manager or other agent of a foreign limited liability company shall be subject to the liabiliti…

Section 48. A foreign limited liability company shall be considered to be doing business in the commonwealth for the purpose of this section if it would be considered to be doing business in the commonwealth for the purpose of Part 15 of subdivision A of chapter 156D if it were a…

Section 49. The state secretary shall examine and endorse his approval on the application for registration if the business of the foreign limited liability company is not prohibited by law to a limited liability company formed under this chapter and if the state secretary determi…

Section 5. Each limited liability company shall have and 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 nine to be maintained; and (2) a resident agent for s…

Section 50. A foreign limited liability company may register with the state secretary 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 liability c…

Section 51. Each foreign limited liability company 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 liability company in the commonwealth may be s…

Section 52. If any statement in the application for registration of a foreign limited liability company was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited liability company shall pro…

Section 53. The registration of a foreign limited liability company doing business in the commonwealth shall be canceled in the manner and at such times as are provided in section fourteen, except that the certificate of cancellation required under section fourteen shall, in addi…

Section 54. (a) A foreign limited liability company doing business in the commonwealth which fails to register with the state secretary shall, for each year that such failure shall continue, be fined not more than five hundred dollars. No such failure shall affect the validity of…