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 limited partners;
(2) a copy of the certificate of limited partnership and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed;
(3) copies of the limited partnership's federal, state, and local income tax returns and reports, if any, for the three most recent years;
(4) copies of any then effective written partnership agreements and of any financial statements of the limited partnership for the three most recent years; and
(5) unless contained in a written partnership agreement, a writing setting out:
(i) the amount of cash and a description and statement of the agreed value of the other property or services contributed by each partner and which each partner has agreed to contribute;
(ii) the times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made;
(iii) any right of a partner to receive, or of a general partner to make distributions to a partner which include a return of all or any part of the partner's contribution; and
(iv) any events upon the happening of which the limited partnership is to be dissolved and its affairs closed.
(b) Records kept under this section shall be subject to inspection and copying at the reasonable request and at the expense of any partner during ordinary business hours.
(c) The current list of names and addresses of the limited partners shall be made available to the secretary of state within five business days of receipt of a written request by said secretary or by the director of the securities division of the secretary of state's office stating that such information is required in connection with an investigatory or enforcement proceeding.
Structure Massachusetts General Laws
Part I - Administration of the Government
Title XV - Regulation of Trade
Chapter 109 - Limited Partnership
Section 2 - Name of Limited Partnership; Requirements
Section 3 - Reservation of Name
Section 4 - Office and Agent for Service of Process
Section 6 - Business of Partnership
Section 7 - Partners Transacting Business With Partnership
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 16 - Delivery of Certificates to Limited Partners
Section 16a - Consolidation or Merger
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 54 - Cancellation of Registration of Foreign Limited Partnership; Certificate of Withdrawal
Section 56 - Right of Action by Limited Partner
Section 59 - Expenses in Successful Action
Section 60 - Construction and Application of Chapter
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