Chapter 156C

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Chapter 156C: LIMITED LIABILITY COMPANY ACT

• Section 1 Short title
• Section 2 Definitions
• Section 3 Name of limited liability company
• Section 4 Reservation of exclusive right to name
• Section 5 Office and agent for service of process in commonwealth
• Section 5A Certificate of change of resident agent or street address of resident agent; change of address of LLC business office; resignation
• Section 6 Powers and privileges of limited liability company; information to be provided on certificate of organization or application for registration
• Section 7 Transaction of business between member or manager and limited liability company
• Section 8 Indemnification of member or manager
• Section 9 Records and documents
• Section 10 Furnishing of documents and information to members and managers
• Section 11 Reliance on records and documents
• Section 12 Certificate of organization
• Section 13 Amendment of certificate of organization
• Section 14 Cancellation of certificate of organization
• Section 15 Execution of certificate by authorized person
• Section 16 Failure or refusal to execute certificate
• Section 17 Filing of certificate with state secretary
• Section 18 Filing of certificate as notice
• Section 19 Restated certificates of organization
• Section 20 Admission as member of limited liability company
• Section 21 Rights, powers and duties of classes or groups of members
• Section 22 Debts, obligations and liabilities of limited liability company
• Section 23 Designation of manager
• Section 24 Management of limited liability company
• Section 25 Manager's membership in company
• Section 26 Relative rights, duties and powers of classes or groups of managers
• Section 27 Contributions of members
• Section 28 Members' obligations to limited liability company
• Section 29 Allocation of profits and losses
• Section 30 Distributions of cash or other assets
• Section 31 Entitlement to distributions
• Section 32 Distribution to resigning member
• Section 33 Form of distribution on demand; acceptance of distribution of assets
• Section 34 Entitlement to creditor remedies
• Section 35 Liability for distribution in excess of terms of operating agreement
• Section 36 Resignation of member
• Section 37 Resignation of manager
• Section 38 Personal property
• Section 39 Assignment of interest
• Section 40 Judgment against member payable with interest in limited liability company
• Section 41 Membership of assignee
• Section 42 Death or incompetence of member
• Section 43 Dissolution of limited liability company
• Section 44 Court-decreed dissolution
• Section 45 Winding up affairs of dissolved limited liability company
• Section 46 Distribution of assets of limited liability company following dissolution
• Section 47 Laws applicable to foreign limited liability company
• Section 48 Registration of foreign limited liability company
• Section 49 Duties of state secretary with respect to foreign limited liability companies
• Section 50 Name of foreign limited liability company
• Section 51 Resident agent for service of process on foreign limited liability company
• Section 52 Correction or amendment of application for registration of foreign limited liability company
• Section 53 Cancellation of registration of foreign limited liability company
• Section 54 Failure to register; penalty; service of process
• Section 55 Suits by or against limited liability company
• Section 56 Suits on behalf of limited liability company
• Section 57 Court orders on termination of derivative suit
• Section 58 Lack of authority to sue
• Section 59 Consolidation or merger
• Section 60 Approval of consolidation or merger; objection; termination or amendment
• Section 61 Certificate of consolidation or merger
• Section 62 Rights, privileges, powers, property and debts of consolidated or merged business entity
• Section 63 Duties and liabilities of members and managers
• Section 64 Reorganization of limited liability company
• Section 65 Liability insurance
• Section 66 Recordable instruments affecting real property binding on limited liability company
• Section 67 Certification of authority to act for limited liability company
• Section 68 Good standing
• Section 69 Conversion of business entity to limited liability company
• Section 70 Administrative dissolution; notice; wind up and liquidation of affairs
• Section 71 Application for reinstatement by limited liability company subject to administrative dissolution or revocation of authority to transact business
• Section 72 Revocation of foreign limited liability company's authority to transact business in commonwealth; grounds; notice; effective date