Massachusetts Statutes

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.

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 …

Section 1. This chapter may be cited as the Uniform Fraudulent Transfer Act.

Section 10. A cause of action with respect to a fraudulent transfer or obligation under this chapter shall be extinguished unless action is brought: (a) under paragraph (1) of subsection (a) of section five, within four years after the transfer was made or the obligation was incu…

Section 11. Unless otherwise required by the provisions of this chapter, the principles of law and equity, including the law merchant and the law relating to principal and agent, estoppel, laches, fraud, misrepresentation, duress, coercion, mistake, insolvency, or other validatin…