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General Laws

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Section 1Short title
Section 2Definitions
Section 3Name of limited liability company
Section 4Reservation of exclusive right to name
Section 5Office and agent for service of process in commonwealth
Section 5ACertificate of change of resident agent or street address of resident agent; change of address of LLC business office; resignation
Section 6Powers and privileges of limited liability company; information to be provided on certificate of organization or application for registration
Section 7Transaction of business between member or manager and limited liability company
Section 8Indemnification of member or manager
Section 9Records and documents
Section 10Furnishing of documents and information to members and managers
Section 11Reliance on records and documents
Section 12Certificate of organization
Section 13Amendment of certificate of organization
Section 14Cancellation of certificate of organization
Section 15Execution of certificate by authorized person
Section 16Failure or refusal to execute certificate
Section 17Filing of certificate with state secretary
Section 18Filing of certificate as notice
Section 19Restated certificates of organization
Section 20Admission as member of limited liability company
Section 21Rights, powers and duties of classes or groups of members
Section 22Debts, obligations and liabilities of limited liability company
Section 23Designation of manager
Section 24Management of limited liability company
Section 25Manager’s membership in company
Section 26Relative rights, duties and powers of classes or groups of managers
Section 27Contributions of members
Section 28Members’ obligations to limited liability company
Section 29Allocation of profits and losses
Section 30Distributions of cash or other assets
Section 31Entitlement to distributions
Section 32Distribution to resigning member
Section 33Form of distribution on demand; acceptance of distribution of assets
Section 34Entitlement to creditor remedies
Section 35Liability for distribution in excess of terms of operating agreement
Section 36Resignation of member
Section 37Resignation of manager
Section 38Personal property
Section 39Assignment of interest
Section 40Judgment against member payable with interest in limited liability company
Section 41Membership of assignee
Section 42Death or incompetence of member
Section 43Dissolution of limited liability company
Section 44Court-decreed dissolution
Section 45Winding up affairs of dissolved limited liability company
Section 46Distribution of assets of limited liability company following dissolution
Section 47Laws applicable to foreign limited liability company
Section 48Registration of foreign limited liability company
Section 49Duties of state secretary with respect to foreign limited liability companies
Section 50Name of foreign limited liability company
Section 51Resident agent for service of process on foreign limited liability company
Section 52Correction or amendment of application for registration of foreign limited liability company
Section 53Cancellation of registration of foreign limited liability company
Section 54Failure to register; penalty; service of process
Section 55Suits by or against limited liability company
Section 56Suits on behalf of limited liability company
Section 57Court orders on termination of derivative suit
Section 58Lack of authority to sue
Section 59Consolidation or merger
Section 60Approval of consolidation or merger; objection; termination or amendment
Section 61Certificate of consolidation or merger
Section 62Rights, privileges, powers, property and debts of consolidated or merged business entity
Section 63Duties and liabilities of members and managers
Section 64Reorganization of limited liability company
Section 65Liability insurance
Section 66Recordable instruments affecting real property binding on limited liability company
Section 67Certification of authority to act for limited liability company
Section 68Good standing
Section 69Conversion of business entity to limited liability company
Section 70Administrative dissolution; notice; wind up and liquidation of affairs
Section 71Application for reinstatement by limited liability company subject to administrative dissolution or revocation of authority to transact business
Section 72Revocation of foreign limited liability company’s authority to transact business in commonwealth; grounds; notice; effective date