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  • PART I ADMINISTRATION OF THE GOVERNMENT
  • TITLE XXII CORPORATIONS
  • 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