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 liabilities, and shall have the defenses, with respect to the limited liability company, as officers, directors and other agents of a foreign corporation have under section 15.11 of subdivision A of Part 15 of chapter 156D. Subject to the constitution of the commonwealth, a foreign limited liability company's organization and internal affairs and the liability of its members and managers shall be governed by the laws of the jurisdiction under which it is organized. A foreign limited liability company may not be denied registration by reason of any difference between such laws and the laws of the commonwealth.
Structure Massachusetts General Laws
Part I - Administration of the Government
Chapter 156c - Limited Liability Company Act
Section 3 - Name of Limited Liability Company
Section 4 - Reservation of Exclusive Right to Name
Section 5 - Office and Agent for Service of Process in Commonwealth
Section 7 - Transaction of Business Between Member or Manager and Limited Liability Company
Section 8 - Indemnification of Member or Manager
Section 9 - Records and Documents
Section 10 - Furnishing of Documents and Information to Members and Managers
Section 11 - Reliance on Records and Documents
Section 12 - Certificate of Organization
Section 13 - Amendment of Certificate of Organization
Section 14 - Cancellation of Certificate of Organization
Section 15 - Execution of Certificate by Authorized Person
Section 16 - Failure or Refusal to Execute Certificate
Section 17 - Filing of Certificate With State Secretary
Section 18 - Filing of Certificate as Notice
Section 19 - Restated Certificates of Organization
Section 20 - Admission as Member of Limited Liability Company
Section 21 - Rights, Powers and Duties of Classes or Groups of Members
Section 22 - Debts, Obligations and Liabilities of Limited Liability Company
Section 23 - Designation of Manager
Section 24 - Management of Limited Liability Company
Section 25 - Manager's Membership in Company
Section 26 - Relative Rights, Duties and Powers of Classes or Groups of Managers
Section 27 - Contributions of Members
Section 28 - Members' Obligations to Limited Liability Company
Section 29 - Allocation of Profits and Losses
Section 30 - Distributions of Cash or Other Assets
Section 31 - Entitlement to Distributions
Section 32 - Distribution to Resigning Member
Section 33 - Form of Distribution on Demand; Acceptance of Distribution of Assets
Section 34 - Entitlement to Creditor Remedies
Section 35 - Liability for Distribution in Excess of Terms of Operating Agreement
Section 36 - Resignation of Member
Section 37 - Resignation of Manager
Section 38 - Personal Property
Section 39 - Assignment of Interest
Section 40 - Judgment Against Member Payable With Interest in Limited Liability Company
Section 41 - Membership of Assignee
Section 42 - Death or Incompetence of Member
Section 43 - Dissolution of Limited Liability Company
Section 44 - Court-Decreed Dissolution
Section 45 - Winding Up Affairs of Dissolved Limited Liability Company
Section 46 - Distribution of Assets of Limited Liability Company Following Dissolution
Section 47 - Laws Applicable to Foreign Limited Liability Company
Section 48 - Registration of Foreign Limited Liability Company
Section 49 - Duties of State Secretary With Respect to Foreign Limited Liability Companies
Section 50 - Name of Foreign Limited Liability Company
Section 51 - Resident Agent for Service of Process on Foreign Limited Liability Company
Section 53 - Cancellation of Registration of Foreign Limited Liability Company
Section 54 - Failure to Register; Penalty; Service of Process
Section 55 - Suits by or Against Limited Liability Company
Section 56 - Suits on Behalf of Limited Liability Company
Section 57 - Court Orders on Termination of Derivative Suit
Section 58 - Lack of Authority to Sue
Section 59 - Consolidation or Merger
Section 60 - Approval of Consolidation or Merger; Objection; Termination or Amendment
Section 61 - Certificate of Consolidation or Merger
Section 63 - Duties and Liabilities of Members and Managers
Section 64 - Reorganization of Limited Liability Company
Section 65 - Liability Insurance
Section 66 - Recordable Instruments Affecting Real Property Binding on Limited Liability Company
Section 67 - Certification of Authority to Act for Limited Liability Company
Section 69 - Conversion of Business Entity to Limited Liability Company
Section 70 - Administrative Dissolution; Notice; Wind Up and Liquidation of Affairs