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The 191st General Court of the Commonwealth of Massachusetts

AN ACT FURTHER REGULATING LIMITED LIABILITY COMPANIES.

     Be it enacted by the Senate and House of Representatives in General Court assembled, and by the authority of the same as follows:
     SECTION 1.  Section 45 of chapter 156C of the General Laws, as appearing in the 2012 Official Edition, is hereby amended by striking out subsection (b) and inserting in place thereof the following subsection:-
     (b)  Upon dissolution and notwithstanding the filing of a certificate of cancellation pursuant to section 14, a limited liability company may continue its existence but shall not carry on any business except as necessary to wind up its affairs or distribute its assets which may include, but shall not be limited to, prosecuting and defending suits, whether civil, criminal or administrative, gradually settling and closing the limited liability company’s business, disposing of and conveying the limited liability company’s property, discharging or making reasonable provision for the limited liability company’s liabilities and distributing to members any remaining assets of the limited liability company, without affecting the liability of members and managers and without imposing liability on a liquidating trustee.
     SECTION 2.  This act shall apply to dissolutions of limited liability companies notwithstanding the filing of a certificate of cancellation before, on or after the effective date of this act.

Approved, November 10, 2014.