Bill H.2794

HOUSE DOCKET, NO. 1097 FILED ON: 1/16/2013

HOUSE . . . . . . . . . . . . . . . No. 2794

By Mr. Coppinger of Boston, a petition (accompanied by bill, House, No. 2794) of Edward F. Coppinger relative to the reinstatement of cancelled limited liability companies and cancelled foreign limited liability companies. State Administration and Regulatory Oversight.

The Commonwealth of Massachusetts

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In the Year Two Thousand Thirteen

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An Act relative to 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: Chapter 156C of the General Laws is hereby amended by adding the following two sections:

Section 14A. Reinstatement following cancellation

(a) A limited liability company whose certificate of organization has been cancelled pursuant to Section 14 may apply to the secretary of state for reinstatement at any time. The application shall include:

(1) The exact name of the limited liability company;

(2) A statement that the name satisfies the requirements of Section 3 or the limited liability company shall simultaneously submit a certificate of amendment to change its name to a name that satisfies its requirements;

(3) The address of the limited liability company’s designated office;

(4) The street address of the resident agent’s office and the name of the resident agent;

(5) A statement that the certificate of revival is filed by one or more managers of the limited liability company or one or more members of the limited liability company authorized pursuant to the operating agreement to execute and file the certificate of revival to revive the limited liability company;

(6) The name and address of each manager of a limited liability company managed by managers or each member of a limited liability company managed by its members;

(7) The name of each person authorized to execute, acknowledge, deliver and record any recordable instrument purporting to affect an interest in real property whether to be filed in the registry of deeds or a district office of the land court, if any, and the business address, if different from its principal office location;

(8) Any other matters the managers or members executing the certificate of revival determine to include therein.

(b) If the secretary of state determines that the application contains the information required by subsection (a) and that information is correct, he shall reinstate the limited liability company.

(c) The secretary of state may subject the reinstatement to such terms and conditions, including the payment of reasonable fees, as in his judgment the public interest may require. He may in his discretion make the reinstatement effective for all purposes or for any specified purpose or purposes, in each case with or without limitation of time. When the reinstatement is effective, if by its terms it is effective for all purposes or if the secretary of state specifies that it shall be effective for purposes of this sentence, then the reinstatement relates back to and takes effect as of the effective date of the cancellation and the limited liability company resumes carrying on its business as if the cancellation had never occurred, with all its original powers and duties and with liability, for all contracts, acts, matters and things made, done or performed in its name and on its behalf prior to reinstatement, as if the cancellation had never occurred, and with all acts and proceedings of its managers and members, acting or purporting to act as such, which would have been legal and valid but for such cancellation, standing ratified and confirmed, in each case except as otherwise specified by the secretary of state.

(d) The certificate of reinstatement, or other equivalent public record, filed by the secretary of state pursuant to this section shall constitute an amendment to the certificate of organization of the limited liability company, effective when filed. Any specification in the certificate of the purpose or purposes of reinstatement, or of a limitation of the time thereof, may, by further certificate filed as aforesaid, be amended by the secretary of state for cause shown to his satisfaction.

Section 14B. Appeal from denial of reinstatement

(a) If the secretary of state denies a limited liability company’s application for reinstatement following cancellation, he shall serve the limited liability company under section 5 with a written notice that explains the reason or reasons for denial.

(b) The limited liability company may appeal the denial of reinstatement to the superior court for Suffolk county within 30 days after service of the notice of denial is perfected. The limited liability company appeals by petitioning the court to set aside the cancellation and attaching to the petition copies of the secretary of state’s certificate, or other public record, of cancellation, the limited liability company’s application for reinstatement, and the secretary of state’s notice of denial.

(c) The court may summarily order the secretary of state to reinstate the cancelled limited liability company or may take such other action the court considers appropriate.

(d) The court’s final decision may be appealed as in other civil proceedings.

SECTION 2: Chapter 156C of the General Laws is amended by adding the following section:

Section 53A. Reinstatement of a certificate of registration of a foreign limited liability company that has been cancelled.

(a) A foreign limited liability company whose certificate of registration to transact business in the commonwealth has been cancelled pursuant to section 53 may apply to the secretary of state for reinstatement of its certificate of registration at any time. The application shall include:

(1) The exact name of the foreign limited liability company;

(2) Its federal identification number;

(3) A statement that the name of the foreign limited liability company satisfies the requirements of section 3 or the foreign limited liability company shall simultaneously submit a certificate of amendment to change its name to a name that satisfies the requirements;

(4) The address of the foreign limited liability company’s designated office located in the commonwealth, if any;

(5) The street address of the resident agent’s office and the name of the resident agent;

(6) A statement that the certificate of revival is filed by one or more managers of the foreign limited liability company or one or more members of the foreign limited liability company authorized pursuant to the operating agreement to execute and file the certificate of revival to revive the foreign limited liability company;

(7) If necessary, an amended registration certificate pursuant to 950 CMR 112.23;

(8) An original certificate of legal existence or a certificate of good standing issued not more than 90 days prior to such submission by an officer or agency properly authorized in the jurisdiction of organization of the foreign limited liability company. If the certificate is in a foreign language, a translation under oath of the translator shall be attached;

(9) Any other matters the managers or members executing the certificate of revival determine to include therein.

(b) If the foreign limited liability company complies with the provisions of this section, the secretary of state shall enter an order of reinstatement, reinstating the foreign limited liability company’s certificate of registration to transact business in the commonwealth.

(c) The secretary of state may subject the reinstatement to the payment of reasonable fees, as in his judgment the public interest may require.

Name:	District/Address:	Date Added:
Edward F. Coppinger	10th Suffolk	1/16/2013