SENATE DOCKET, NO. 646        FILED ON: 1/18/2017

SENATE  .  .  .  .  .  .  .  .  .  .  .  .  .  .  No. 1680

The Commonwealth of Massachusetts

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PRESENTED BY:

William N. Brownsberger

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To the Honorable Senate and House of Representatives of the Commonwealth of Massachusetts in General
Court assembled:

The undersigned legislators and/or citizens respectfully petition for the adoption of the accompanying bill:

An Act relative to the obligations of reinstated limited liability corporations.

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PETITION OF:

SENATE DOCKET, NO. 646        FILED ON: 1/18/2017

SENATE  .  .  .  .  .  .  .  .  .  .  .  .  .  .  No. 1680

The Commonwealth of Massachusetts

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In the One Hundred and Ninetieth General Court
(2017-2018)

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An Act relative to the obligations of reinstated limited liability corporations.

Be it enacted by the Senate and House of Representatives in General Court assembled, and by the authority of the same, as follows:
 

Section 71 of Chapter 156C, as appearing in the 2014 Edition of the General Laws, is hereby amended by inserting “(a)” at the beginning of the section and by striking everything that appears after the words “the requirements of section 3” and inserting in place thereof the following:-

“.

(b) If the secretary of state determines that the application contains the information required by subsection (a) and that the 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 administrative dissolution or revocation and the limited liability company resumes carrying on its business as if the administrative dissolution or revocation 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 administrative dissolution 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 dissolution or revocation , 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 of the certificate  of organization or application for registration 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.”