Massachusetts General Laws
Chapter 109 - Limited Partnership
Section 1a - Short Title

Massachusetts General Laws

Part I - Administration of the Government

Title XV - Regulation of Trade

Chapter 109 - Limited Partnership

Section 1 - Definitions

Section 1a - Short Title

Section 2 - Name of Limited Partnership; Requirements

Section 3 - Reservation of Name

Section 4 - Office and Agent for Service of Process

Section 4a - Certificate of Change of Resident Agent or Address of Resident Agent; Change of Address of Limited Partnership Business Office; Resignation

Section 5 - Records

Section 6 - Business of Partnership

Section 7 - Partners Transacting Business With Partnership

Section 8 - Certificate

Section 9 - Amendment to Certificate

Section 10 - Cancellation of Certificate

Section 11 - Execution of Certificates

Section 12 - Execution of Certificate Ordered by Court

Section 13 - Filing of Certificates

Section 14 - False Statements in Certificates; Damages

Section 15 - Notice

Section 16 - Delivery of Certificates to Limited Partners

Section 16a - Consolidation or Merger

Section 17 - Limited Partners

Section 18 - Right to Vote of Limited Partners

Section 19 - Liability of Limited Partners

Section 20 - Person Erroneously Believing Himself Limited Partner

Section 21 - Records; Rights of Limited Partners

Section 22 - Additional General Partners

Section 23 - Cessation of General Partner Status

Section 24 - Rights, Powers and Liabilities of General Partners

Section 25 - Contributions by General Partner

Section 26 - Right to Vote of General Partners

Section 27 - Form of Partner's Contribution

Section 28 - Obligation to Contribute

Section 29 - Allocation of Profits and Losses

Section 30 - Distributions of Cash or Other Assets

Section 31 - Interim Distributions

Section 32 - Withdrawal of General Partner

Section 33 - Withdrawal of Limited Partner

Section 34 - Distribution to Partner Upon Withdrawal

Section 35 - Distribution in Kind

Section 36 - Right to Distribution

Section 37 - Limitations on Distribution

Section 38 - Liability Upon Return of Contribution

Section 39 - Nature of Partnership Interest

Section 40 - Assignment of Partnership Interest

Section 41 - Rights of Judgment Creditor

Section 42 - Assignee Becoming Limited Partner

Section 43 - Death or Incompetency of Partner; Power to Settle Estate or Administer Property

Section 44 - Nonjudicial Dissolution

Section 45 - Judicial Dissolution

Section 46 - Winding Up Partnership Affairs

Section 47 - Distribution of Assets Following Winding Up

Section 48 - Foreign Limited Partnerships; Liability of Partners and Agents; Law Governing

Section 49 - Registration of Foreign Limited Partnership

Section 50 - Approval of Registration of Foreign Limited Partnership; Fee; Records

Section 51 - Name of Foreign Limited Partnership

Section 52 - Resident Agent

Section 53 - Correction or Amendment of False or Changed Statements in Application for Registration of Foreign Limited Partnership

Section 54 - Cancellation of Registration of Foreign Limited Partnership; Certificate of Withdrawal

Section 55 - Failure to Register of Foreign Limited Partnership; Capacity to Sue and Be Sued; Secretary of State as Attorney of Unregistered or Withdrawn Partnerships

Section 56 - Right of Action by Limited Partner

Section 57 - Proper Plaintiff

Section 58 - Pleading

Section 59 - Expenses in Successful Action

Section 60 - Construction and Application of Chapter

Section 61 - Fees

Section 62 - Cases Not Provided for by Chapter

Section 63 - Annual Report; Fee

Section 64 - Administrative Dissolution; Grounds; Notice; Wind Up and Liquidation of Affairs

Section 65 - Revocation of Authority of Foreign Limited Partnership to Transact Business in Commonwealth; Notice; Effective Date

Section 66 - Application for Reinstatement After Administrative Dissolution or Revocation of Right to Transact Business; Contents