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  • PART I ADMINISTRATION OF THE GOVERNMENT
  • TITLE XV REGULATION OF TRADE
  • CHAPTER 109 LIMITED PARTNERSHIP

Section 1 - Definitions

Section 1A - Short title

Section 2 - Name of limited partnership; requirements

Section 3 - Reservation of name

Section 4 - Office and agent for service of process

Section 4A - Certificate of change of resident agent or address of resident agent; change of address of limited partnership business office; resignation

Section 5 - Records

Section 6 - Business of partnership

Section 7 - Partners transacting business with partnership

Section 8 - Certificate

Section 9 - Amendment to certificate

Section 10 - Cancellation of certificate

Section 11 - Execution of certificates

Section 12 - Execution of certificate ordered by court

Section 13 - Filing of certificates

Section 14 - False statements in certificates; damages

Section 15 - Notice

Section 16 - Delivery of certificates to limited partners

Section 16A - Consolidation or merger

Section 17 - Limited partners

Section 18 - Right to vote of limited partners

Section 19 - Liability of limited partners

Section 20 - Person erroneously believing himself limited partner

Section 21 - Records; rights of limited partners

Section 22 - Additional general partners

Section 23 - Cessation of general partner status

Section 24 - Rights, powers and liabilities of general partners

Section 25 - Contributions by general partner

Section 26 - Right to vote of general partners

Section 27 - Form of partner’s contribution

Section 28 - Obligation to contribute

Section 29 - Allocation of profits and losses

Section 30 - Distributions of cash or other assets

Section 31 - Interim distributions

Section 32 - Withdrawal of general partner

Section 33 - Withdrawal of limited partner

Section 34 - Distribution to partner upon withdrawal

Section 35 - Distribution in kind

Section 36 - Right to distribution

Section 37 - Limitations on distribution

Section 38 - Liability upon return of contribution

Section 39 - Nature of partnership interest

Section 40 - Assignment of partnership interest

Section 41 - Rights of judgment creditor

Section 42 - Assignee becoming limited partner

Section 43 - Death or incompetency of partner; power to settle estate or administer property

Section 44 - Nonjudicial dissolution

Section 45 - Judicial dissolution

Section 46 - Winding up partnership affairs

Section 47 - Distribution of assets following winding up

Section 48 - Foreign limited partnerships; liability of partners and agents; law governing

Section 49 - Registration of foreign limited partnership

Section 50 - Approval of registration of foreign limited partnership; fee; records

Section 51 - Name of foreign limited partnership

Section 52 - Resident agent

Section 53 - Correction or amendment of false or changed statements in application for registration of foreign limited partnership

Section 54 - Cancellation of registration of foreign limited partnership; certificate of withdrawal

Section 55 - Failure to register of foreign limited partnership; capacity to sue and be sued; secretary of state as attorney of unregistered or withdrawn partnerships

Section 56 - Right of action by limited partner

Section 57 - Proper plaintiff

Section 58 - Pleading

Section 59 - Expenses in successful action

Section 60 - Construction and application of chapter

Section 61 - Fees

Section 62 - Cases not provided for by chapter

Section 63 - Annual report; fee

Section 64 - Administrative dissolution; grounds; notice; wind up and liquidation of affairs

Section 65 - Revocation of authority of foreign limited partnership to transact business in commonwealth; notice; effective date

Section 66 - Application for reinstatement after administrative dissolution or revocation of right to transact business; contents