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General Laws

Section 1. As used in this chapter, the following words shall, unless the context clearly requires otherwise, have the following meanings:—

(1) “Certificate of limited partnership”, the certificate referred to in section eight, and the certificate as amended or restated.

(2) “Contribution”, any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his capacity as a partner.

(3) “Event of withdrawal of a general partner”, an event that causes a person to cease to be a general partner as provided in section twenty-three.

(4) “Foreign limited partnership”, a partnership formed under the laws of any state other than the commonwealth and having as partners one or more general partners and one or more limited partners.

(5) “General partner”, a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner.

(6) “Limited partner”, a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement.

(7) “Limited partnership” and “domestic limited partnership”, a partnership formed by two or more persons under the laws of the commonwealth and having one or more general partners and one or more limited partners.

(8) “Partner”, a limited or general partner.

(9) “Partnership agreement”, any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business.

(10) “Partnership interest”, a partner’s share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.

(11) “Person”, a natural person, partnership, limited partnership (domestic or foreign), trust, estate, association, or corporation.

(12) “State”, a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico.

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