SECTION 1.

Section 45 subsection (1) of chapter 108A of the General Laws, as appearing in the 2022 Official Edition, is hereby amended by striking the words “federal employer identification number of the partnership”.

SECTION 2.

Section 45 of chapter 108A of the General Laws, as so appearing, is hereby further amended by striking subsection (6) and inserting in place thereof the following subsection:-

(6) If a partnership fails to file an annual report when due, pay the required fee, or the payment of any fee due the commonwealth was dishonored when presented for payment and the partnership has failed to make payment within 20 days after written notice of such failure was mailed to the partnership, the state secretary may revoke the registration of the partnership. If the state secretary determines one of more grounds exist for revoking the registration of the partnership, he shall notify the partnership of his determination. The notice shall be sent in writing and mailed postage prepaid to the office of the partnership as shown in the records of the secretary of state, or if the partnership consents, sent by electronic mail to an electronic email address furnished by the partnership for such purpose.  If the partnership has appointed a resident agent pursuant to section 45A, the written notice shall be mailed postage prepaid to the office of the partnerships resident agent, or if the resident agent consents, sent by electronic mail to an electronic mail address furnished by the agent for such purpose.  The notice shall specify the annual reports which have not been filed and the fees which have not been paid. If the partnership does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the state secretary that each ground determined by the secretary of state does not exist within 60 days after notice is given, the state secretary shall administratively revoke the registration of the partnership.  

SECTION 3.

Chapter 108A of the General Laws, as so appearing, is hereby further amended by adding after section 45 the following new sections:-

Section 45A. Resident Agent.

A limited liability partnership may appoint a resident agent which agent may be an individual resident of the commonwealth, a domestic corporation or domestic limited liability company, a foreign corporation registered to do business in the commonwealth, or a foreign limited liability company registered to do business in the commonwealth.   

Section 45B. Change of Resident Agent.

(a) A limited liability partnership may change its resident agent or the street address of the resident agent by filing a certificate of change of agent or address with the state secretary. The statement shall contain the following information:

(1) the name of the limited liability partnership;

(2) the name and street address of the current resident agent;

(3) if the current resident agent is to be changed, the name and street address of the new resident agent and the new agents written consent to the appointment, either on the statement or attached to it; and

(4) if the street address of the business office of the resident agent is to be changed, the new street address of the business office of the resident agent.

(b) If a resident agent changes the street address of his business office, he may change the street address of the business office of any limited liability partnership for which he is a resident agent by notifying the limited liability partnership in writing of the change and signing, either manually or by facsimile, and delivering to the state secretary for filing a statement of change that complies with the requirements of subsection (a) and recites that the limited liability partnership has been notified of the change. If the street address of more than one limited liability partnership is being changed at the same time, there may be included in a single certificate the names of all the limited liability partnerships the street address of which are being changed.

(c) Any resident agent may resign his agency appointment by signing and delivering to the state secretary a certificate of resignation. The resident agent shall furnish a copy of the statement to the limited liability partnership. The agency appointment shall be terminated on the thirty-first day following the date on which the statement was filed.

SECTION 4. 

Chapter 108A of the General Laws, as so appearing, is hereby further amended by adding the following new section after section 49:

Section 50. Correcting a Filed Certificate

(a) A limited liability partnership may correct a document filed with the state secretary if the document:

(1) contains a typographical error or an incorrect statement ; or

(2) was defectively executed, attested, sealed, verified or acknowledged.

(b)  A document is corrected:

(1) by preparing a certificate of correction that (i) describes the document, including its filing date, (ii) specifies the typographical error, the incorrect statement and the reason it is incorrect or the manner in which the execution was defective and (iii) corrects the typographical error, incorrect statement or defective execution;

(2) by delivering the certificate of correction to the state secretary for filing.

(c) A certificate of correction is effective on the effective date of the document it corrects except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, the certificate of correction is effective when filed.

(d) A certificate of correction cannot be used to change the effective date of a filed document, provided however, that if a document has been filed with a delayed effective date, a certificate of correction may be filed prior to said date to accelerate the effective date to a date not earlier than the dated of the certificate of correction.

(e) The filing fee for a certificate of correction is $100.00.

SECTION 5.

Section 13 of chapter 109 of the General Laws, as appearing in 2022 Official Edition is hereby amended by striking subsection (a)  and inserting in place thereof the following subsection:-

(a) A signed copy of the certificate of limited partnership and of any certificate of amendment or cancellation, or any judicial decree of amendment or cancellation, shall be delivered to the secretary of state. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of his authority as a prerequisite to filing. Unless the secretary of state finds that the certificate does not conform to law, upon receipt of all filing fees required by law, he shall evidence his approval on or with the document. Upon such approval and payment of all filing fees required by law, the filing shall be deemed to be filed with the state secretary.

SECTION 6.

Chapter 109 of the General Laws, as so appearing, is further amended by adding after section 13 the following new section:-

13A. Correcting a Filed Certificate     

(a)  A domestic or foreign limited partnership may correct a document filed with the state secretary if the document:

(1)  contains a typographical error or an incorrect statement; or

(2)  was defectively executed, attested, sealed, verified or acknowledged.

(b)  A document is corrected:

(1) by preparing a certificate of correction that (i) describes the document, including its filing date, (ii)  specifies the typographical error, the incorrect statement and the reason it is incorrect or the manner in which the execution was defective and (iii) corrects the typographical error, incorrect statement or defective execution; and

(2) by delivering a certificate of correction to the state secretary for filing.

(c ) A certificate of correction is effective on the effective date of the document it corrects except as to persons relying on the uncorrected document and adversely affected by the correction.  As to those persons, the certificate of correction is effective when filed.

(d) A certificate of correction cannot be used to change the effective date of a filed document; provided, however, that if a document has been filed with a delayed effective date, a certificate of correction may be filed prior to said date:

(1) to accelerate the effective date to a date not earlier than the date of the certificate of correction; or

(2) to abandon a merger or amendment if the authority to do so is granted by the merger agreement or the persons approving the amendment.

(e) The filing fee for a certificate of correction is $100.00.

SECTION 7.

Chapter 109 of the General Laws is hereby further amended by striking section 16 in its entirety.

SECTION 8.

Section 55 of chapter 109, as so appearing, is hereby amended by adding the following new subsection:-

(c ) A foreign limited partnership is liable to the commonwealth for the years or years during which it transacted business in the commonwealth without delivering to the state secretary for filing the certificate required by section 49, an amount equal to:     

(1) all fees which would have been imposed by law had it duly delivered the certificate; and

(2) all interest and penalties imposed by law for failure to pay the fees. A foreign limited partnership is further liable to the commonwealth, for each month or part thereof during which it transacted business without delivering the certificate, an amount determined by the state secretary, which shall in no event exceed the amount established by the Commissioner of Administration under section 3B of Chapter 7, except that a foreign limited partnership which has delivered such certificate shall not be liable for such monthly penalty for the first ten (10) days during which it transacted business without delivering such certificate. Such fees and penalties may be leveled by the state secretary. The attorney general may bring an action necessary to recover amounts due the commonwealth under this subsection including an action to restrain a foreign limited partnership against which fees and penalties have been imposed pursuant to this subsection from transacting business in the commonwealth until the fees and penalties have been paid.

SECTION 9.

Section 64 of chapter 109 is hereby amended by striking out subsections (a) and (b) and inserting in place thereof the following subsections:- 

(a) the state secretary may commence a proceeding to dissolve a limited partnership if:

(1) the limited partnership has failed for 2 or more consecutive years to comply with the laws requiring the filing of annual reports;

(2) payment of any fee due the commonwealth was dishonored when presented for payment and the limited partnership has failed to make payment within 20 days after written notice of such failure was mailed to the limited partnership; or

(3)  he is satisfied that the limited partnership has become inactive and its dissolution would be in the public interest.

(b)  If the state secretary determines the one or more grounds exist for dissolving a limited partnership, he shall notify the partnership’s resident agent of his determination. The notice shall be sent in writing and mailed postage prepaid to the resident agent’s office, or if the resident agent consents, sent by electronic mail to an email address furnished by the agent for such purpose. The notice shall specify the annual reports which have not been filed, the fees which have not been paid and the payment which has been dishonored.  If the partnership does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the state secretary that each ground determined by the state secretary does not exist within 90 days after notice is given, the state secretary shall administratively dissolve the limited partnership.

SECTION 10.

Section 65 of chapter 109 is hereby amended by striking out subsections (a) and (b) and inserting in place thereof the following subsections:-

(a) The state secretary may commence a proceeding to revoke the authority of a foreign limited partnership to transact business in the commonwealth if:

(1)  the foreign limited partnership has failed for 2 or more consecutive years to comply with the laws requiring the filing of annual reports;

(2) payment of any fee due the commonwealth was dishonored when presented for payment and the foreign limited partnership has failed to make payment within 20 days after written notice of such failure was mailed to the foreign limited partnership; or

(3)  he is satisfied that the revocation of the limited partnerships authority to transact business in the commonwealth would be in the public interest.

(b) If the state secretary determines that one or more grounds exist to revoke the authority of the foreign limited partnership to transact business in the commonwealth, he shall notify the foreign limited partnership’s resident agent of his determination. The notice shall be sent in writing and mailed postage prepaid to the resident agent’s office, or if the resident agent consents sent by electronic mail to an email address furnished by the agent for such purpose. The notice shall specify the annual reports which have not been filed, the fees which have not been paid and the payment which has been dishonored.  If the partnership does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the state secretary that each ground determined by the state secretary does not exist within 90 days after notice is given, the state secretary shall administratively revoke the authority of the limited partnership to transact business in the commonwealth.

(c)   The authority of the foreign limited partnership to transact business in the commonwealth shall cease on the date on which the state secretary makes such revocation effective.

SECTION 11.

Chapter 109, as so appearing, is further amended by adding the following new section after section 66:-

Section 67. Good Standing

A limited partnership shall be deemed to be in good standing with the state secretary if such limited partnership appears, from the records of the said secretary, to exist and has paid all feed due the commonwealth, and no certificate of cancellation has been filed by or with respect to the limited partnership. Upon the request of any person and payment of such fee as may be prescribed by law, the state secretary shall issue a certificate stating, in substance, as to any limited partnership meeting the requirements of this section, that such limited partnership appears, from the records of his office to exist and to be in good standing, and stating the identity of any and all general partners who are named in the most recent document filed with the state secretary.

SECTION 12.

Section 17 of chapter 156A of the General Laws as appearing in the 2022 Official Edition, is hereby amended by striking out paragraph (a) and inserting in place thereof the following paragraph:-

(a) A foreign professional corporation shall register under the provisions of this section if the corporation would be required to incorporate under this chapter if it organized in the commonwealth and

(1) it maintains an office in the commonwealth; or

(2)  any of its shareholders, officers, or directors conducts activity on behalf of the corporation in the commonwealth as to require licensing under the provisions of chapter one hundred and twelve or chapter two hundred and twenty-one.

SECTION 13.

Section 17 of chapter 156C if the General Laws, as so appearing, is hereby further amended by striking subsection (a) and inserting in place thereof the following subsection:-

(a) The original signed copy of the certificate of organization and of any certificates of amendment or cancellation or any judicial decree of amendment or cancellation, of any certificate of consolidation, merger or conversion and of any restated certificate shall be delivered to the state secretary.  A person who executes a certificate as an attorney-in-fact or fiduciary shall not be required to exhibit evidence of his authority as a prerequisite to filing. Unless the secretary finds that any certificate does not conform to law, upon receipt of all filing fees required by law, he shall evidence his approval on or with the document. Upon said approval and payment of all fees required by law, the filing shall be deemed filed with the state secretary. Said endorsement shall be conclusive of the date and time of its filing in the absence of actual fraud.

SECTION 14.

Chapter 156C of the General Laws, as so appearing, is further amended by adding, after section 17, the following new section:-

Section 17A. Correcting a Filed Certificate

(a) A domestic or foreign limited liability company may correct a document filed with the state secretary if the document:

(1)  contains a typographical error or an incorrect statement; or

(2)  was defectively executed, attested, sealed, verified or acknowledged;

(b) A document is corrected:

(1) by preparing a certificate of correction that (i) describes the document including its filing date, (ii) specifies the typographical error, the incorrect statement and the reason it is incorrect or the manner in which the execution was defective and (iii) corrects the typographical error, incorrect statement or defective execution; and

(2) by delivering the certificate of correction to the state secretary for filing.                                                                                                                              

(c) A certificate of correction is effective on the effective date of the document it corrects except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, the certificate of correction is effective when filed.

(d) A correction cannot be used to change the effective date of a filed document; provided, however, that if a document has been filed with a delayed effective date, a certificate of correction may be filed prior to said date:

(1) to accelerate the effective date to a date not earlier than the date of the certificate of correction, or

(2) abandon a merger or amendment if the authority to do so is granted by the merger or the persons approving the amendment.

(e)  The fee for filing a certificate of correction with the state secretary is $100.00

SECTION 15.

Section 48 of chapter 156C of the General Laws, as so appearing is hereby amended by adding, after clause 5, the following new clause:-

(5A) the name of the person in addition to any manager who is authorized to execute documents to be filed with the office of the state secretary, and at least one shall be named if there are no managers.

SECTION 16.

Section 54 of chapter 156C, as so appearing, is amended by striking paragraph (a) and inserting in place thereof:

(a)  A foreign limited liability company is liable to the commonwealth for the years or parts of years during which it transacted business in the commonwealth without delivering to the state secretary for filing the certificate required by section 48, an amount equal to:-

(1) all fees which would have been imposed by law had it duly delivered the certificate; and

(2) all interest and penalties imposed by law for failure to pay the fees. A foreign limited liability company is further liable to the commonwealth, for each year or part thereof during which it transacted business without delivering the certificate an amount not exceeding $500.00 except that a foreign limited liability company which has delivered such certificate shall not be liable for such penalty for the first 10 days during which it transacted business without delivering such certificate. Such fees and penalties may be levied by the state secretary. The attorney general may bring an action necessary to recover amounts due to the commonwealth under this subsection including an action to restrain a foreign limited liability company against which fees and penalties have been impose pursuant to this subsection from transacting business in the commonwealth until the fees and penalties have been paid. No such failure shall affect the validity of any contract involving the foreign limited liability company, nor is a member or manager of a foreign limited liability company liable for the obligations of the foreign limited liability company solely by reason of such failure, but no action shall be maintained or recovery had by the foreign limited liability company in any courts of the commonwealth as long as such failure continues. The failure of a foreign limited liability company to register with the state secretary shall not prevent the foreign limited liability company from defending any action, suit or proceeding in any of the courts of the commonwealth.

SECTION 17.

Chapter 156C, as so appearing, is hereby amended by striking section 70 and inserting in place thereof:

Section 70. Administrative Dissolution; notice; wind up and liquidation of affairs

(a)  The state secretary may commence a proceeding to dissolve a limited liability company if:

(1)  the limited liability company has failed for two consecutive years to comply with the law requiring the filing of annual reports; or

(2)  the payment  of any fee due the commonwealth was dishonored when presented for payment and the limited liability company has failed to  make payment within 20 days after written notice of such failure was mailed to the limited liability company; or

(3) he is satisfied that the limited liability company has become inactive and its dissolution would be in the public interest.

(b) If the state secretary determines that grounds exist under subsection (a), he shall notify the limited liability company of his determination. The notice shall be sent in writing and mailed postage prepaid to the office of the limited liability company’s resident agent or if the resident agent consents, sent by electronic mail to an electronic mail address furnished by the agent for such purpose. The notice shall specify the annual reports which have not been filed and the fees which have not been paid. If the limited liability company does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the state secretary that each ground for dissolution does not exist within 90 days after notice is given, the state secretary shall administratively dissolve the limited liability company.

(c ) A limited liability company administratively dissolved continues in existence but shall not carry on any business except that necessary to wind up and liquidate its affairs.

SECTION 18.

Chapter 156C, as so appearing, is hereby amended by striking section 72 and inserting in place thereof:-

Section 72. Revocation of foreign limited liability company’s authority to transact business in commonwealth; grounds; notice; effective date

(a) The state secretary may commence a proceeding to revoke the authority of a foreign limited liability company to transact business in the commonwealth if:

(1) the foreign limited liability company has failed for two consecutive years to comply with the laws requiring the filing of annual reports; or

(2) the payment of any fee due the commonwealth was dishonored when presented for payment and the foreign limited liability company has failed to make payment within 20 days after written notice of such failure was mailed to the foreign limited liability company;

(b) If the state secretary determines that grounds exist under subsection (a) , he shall notify the foreign limited liability company of   his determination. The notice shall be sent in writing and mailed postage prepaid to the office of the foreign limited liability company’s resident agent, or if the resident agent consents, sent by electronic mail to an electronic mail address furnished by the agent for such purpose. The notice shall specify the annual reports which have not been filed and the fees which have not been paid. If the foreign limited liability company does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the state secretary that each ground for revocation does not exist within 90 days after notice is given, the state secretary shall administratively revoke the authority of the foreign limited liability company to transact business in the Commonwealth.

(c ) the authority of the foreign limited liability company to transact business in the commonwealth shall cease on the date on which the state secretary makes such revocation effective.

SECTION 19.

Section 1.20 of chapter 156D, as appearing in the 2022 Official Edition is hereby amended by striking paragraph (h) and inserting in place thereof the following:-

(h) The document shall be delivered to the office of the state secretary for filing and shall be accompanied by the correct filing fee and any payment or penalty required by this chapter or other law.

SECTION 20.

Section 14.20 of chapter 156D, as so appearing, is hereby amended by striking Clause (b) and inserting in place thereof:-

(b) the state secretary is satisfied that the corporation has become inactive and its dissolution would be in the public interest; or

(c) payment of any fee due the commonwealth was  dishonored when presented for payment and corporation has failed to make payment within 20 days after written notice of such failure was mailed to the foreign limited liability company;

SECTION 21.

Section 14.23 of chapter 156D, as so appearing, is hereby amended by striking subsection (a) and inserting in place thereof the following subsection:-  

(a) If the state secretary denies a corporation’s application for reinstatement following administrative dissolution, he shall provide the corporation with a written notice that explains the reason or reasons for denial.

SECTION 22.

Section 15.30 of chapter 156D, as so appearing, is hereby further amended by striking said section and inserting in place thereof:-

Section 15.30 Grounds for Revocation

The state secretary may commence a proceeding under section 15.31 to revoke the authority of a foreign corporation to transact business in the commonwealth if:

(a) the foreign corporation has failed for two or more consecutive years to comply with the law regarding the filing of reports with the state secretary or the filing of tax returns or the payment of any taxes under chapter 62C or chapter 63 for two or more consecutive years; or

(b) the payment of any fee due the commonwealth was dishonored when presented for payment and the corporation has failed to make payment within twenty days after written notice of such failure was mailed to the corporation.