Massachusetts Statutes

Section 32. (1) On application by or for a partner the court shall decree a dissolution whenever: (a) A partner has been declared a lunatic in any judicial proceeding or is shown to be of unsound mind, (b) A partner becomes in any other way incapable of performing his part of the…

Section 33. Except so far as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all authority of any partner to act for the partnership, (1) With respect to the partners, (a) When the dissolution is not …

Section 34. Where the dissolution is caused by the act, death or bankruptcy of a partner, each partner is liable to his co-partners for his share of any liability created by any partner acting for the partnership as if the partnership had not been dissolved unless (a) The dissolu…

Section 35. (1) After dissolution a partner can bind the partnership except as provided in paragraph (3) (a) By any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution; (b) By any transaction which would bind the partnership if …

Section 36. (1) The dissolution of the partnership does not of itself discharge the existing liability of any partner. (2) A partner is discharged from any existing liability upon dissolution of the partnership by an agreement to that effect between himself, the partnership credi…

Section 37. Unless otherwise agreed the partners who have not wrongfully dissolved the partnership or the legal representative of the last surviving partner, not bankrupt, has the right to wind up the partnership affairs; provided, that any partner, his legal representative, or h…

Section 38. (1) When dissolution is caused in any way, except in contravention of the partnership agreement, each partner, as against his co-partners and all persons claiming through them in respect of their interests in the partnership, unless otherwise agreed, may have the part…

Section 39. Where a partnership contract is rescinded on the ground of the fraud or misrepresentation of one of the parties thereto, the party entitled to rescind is, without prejudice to any other right, entitled— (a) To a lien on, or right of retention of, the surplus of the pa…

Section 4. (1) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter. (2) The law of estoppel shall apply under this chapter. (3) The law of agency shall apply under this chapter. (4) This chapter shall be so…

Section 40. In settling accounts between the partners after dissolution, the following rules shall be observed, subject to any agreement to the contrary: (a) The assets of the partnership are— I. The partnership property. II. The contributions of the partners specified in clause …

Section 41. (1) When any new partner is admitted into an existing partnership, or when any partner retires and assigns, or dies and his representative assigns, his rights in partnership property to two or more of the partners, or to one or more of the partners, and one or more th…

Section 42. When any partner retires or dies, and the business is continued under any of the conditions set forth in section forty-one (1)(2)(3)(5)(6), or section thirty-eight (2b), without any settlement of accounts as between him or his estate and the person or partnership cont…

Section 43. The right to an account of his interest shall accrue to any partner, or his legal representative, as against the winding up partners or the surviving partners or the person or partnership continuing the business, at the date of dissolution, in the absence of any agree…

Section 44. Nothing in this chapter shall effect clause seven of section three of chapter two hundred and fourteen.

Section 45. (1) To become a registered limited liability partnership, a partnership shall file with the state secretary a registration stating the name of the partnership, the street address of its principal office in the commonwealth, the federal employer identification number o…

Section 46. The name of every registered limited liability partnership shall end with words ''registered limited liability partnership'', ''limited liability partnership'' or the abbreviation ''L.L.P.'' or ''LLP''.

Section 47. (1) A partnership, including a registered limited liability partnership, formed and existing under an agreement governed by the laws of this commonwealth, may conduct its business, carry on its operations, and have and exercise the powers granted by this act in any st…

Section 48. Any recordable instrument purporting to affect an interest in real property, including without limitation, any deed, lease, notice of lease, mortgage, discharge or release of mortgage, assignment of mortgage, easement, and certificate of fact, executed in the name of …

Section 49. A registered limited liability partnership shall be deemed to be in good standing with the secretary of the commonwealth if such registered limited liability partnership appears from the records of said secretary to have been duly registered and has filed all annual r…

Section 5. In any case not provided for in this chapter the rules of law and equity, including the law merchant, shall govern.

Section 6. (1) A partnership is an association of two or more persons to carry on as co-owners a business for profit and includes, for all purposes of the laws of the commonwealth, a registered limited liability partnership. (2) But any association formed under any other statute …

Section 7. In determining whether a partnership exists, these rules shall apply: (1) Except as provided by section sixteen persons who are not partners as to each other are not partners as to third persons. (2) Joint tenancy, tenancy in common, tenancy by the entireties, joint pr…

Section 8. (1) All property originally brought into the partnership stock or subsequently acquired, by purchase or otherwise, on account of the partnership is partnership property. (2) Unless the contrary intention appears, property acquired with partnership funds is partnership …

Section 9. (1) Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usual way the business of the partnership of which he is…

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.