Massachusetts General Laws
Chapter 109 - Limited Partnership
Section 64 - Administrative Dissolution; Grounds; Notice; Wind Up and Liquidation of Affairs

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 has become inactive and its dissolution would be in the public interest.
(b) If the state secretary determines that grounds exist under subsection (a), he shall serve the limited partnership with written notice of his determination. The notice shall be sent to the address of the office in the commonwealth required by clause (1) of section 4. If, within 90 days after the notice, the limited partnership fails to correct each ground for dissolution or fails to demonstrate to the reasonable satisfaction of the state secretary that each ground determined by the state secretary does not exist, the state secretary shall administratively dissolve the limited partnership.
(c) A limited partnership administratively dissolved continues in existence but shall not carry on any business except that necessary to wind up and liquidate its affairs.

Structure Massachusetts General Laws

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