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General Laws

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Section 1Definitions
Section 1AShort title
Section 2Name of limited partnership; requirements
Section 3Reservation of name
Section 4Office and agent for service of process
Section 4ACertificate of change of resident agent or address of resident agent; change of address of limited partnership business office; resignation
Section 5Records
Section 6Business of partnership
Section 7Partners transacting business with partnership
Section 8Certificate
Section 9Amendment to certificate
Section 10Cancellation of certificate
Section 11Execution of certificates
Section 12Execution of certificate ordered by court
Section 13Filing of certificates
Section 14False statements in certificates; damages
Section 15Notice
Section 16Delivery of certificates to limited partners
Section 16AConsolidation or merger
Section 17Limited partners
Section 18Right to vote of limited partners
Section 19Liability of limited partners
Section 20Person erroneously believing himself limited partner
Section 21Records; rights of limited partners
Section 22Additional general partners
Section 23Cessation of general partner status
Section 24Rights, powers and liabilities of general partners
Section 25Contributions by general partner
Section 26Right to vote of general partners
Section 27Form of partner’s contribution
Section 28Obligation to contribute
Section 29Allocation of profits and losses
Section 30Distributions of cash or other assets
Section 31Interim distributions
Section 32Withdrawal of general partner
Section 33Withdrawal of limited partner
Section 34Distribution to partner upon withdrawal
Section 35Distribution in kind
Section 36Right to distribution
Section 37Limitations on distribution
Section 38Liability upon return of contribution
Section 39Nature of partnership interest
Section 40Assignment of partnership interest
Section 41Rights of judgment creditor
Section 42Assignee becoming limited partner
Section 43Death or incompetency of partner; power to settle estate or administer property
Section 44Nonjudicial dissolution
Section 45Judicial dissolution
Section 46Winding up partnership affairs
Section 47Distribution of assets following winding up
Section 48Nature of business; liability of partners and agents; law governing
Section 49Registration
Section 50Approval of registration; fee; records
Section 51Name
Section 52Resident agent
Section 53Correction or amendment of false or changed statements in application for registration
Section 54Cancellation of registration; certificate of withdrawal
Section 55Failure to register; capacity to sue and be sued; secretary of state as attorney of unregistered or withdrawn partnerships
Section 56Right of action by limited partner
Section 57Proper plaintiff
Section 58Pleading
Section 59Expenses in successful action
Section 60Construction and application of chapter
Section 61Fees
Section 62Cases not provided for by chapter
Section 63Annual report; fee
Section 64Administrative dissolution; grounds; notice; wind up and liquidation of affairs
Section 65Revocation of authority of foreign limited partnership to transact business in commonwealth; notice; effective date
Section 66Application for reinstatement after administrative dissolution or revocation of right to transact business; contents