Notice of Statutory Changes
Pertaining to Limited Partnerships and Limited Liability Companies

Chapter 182 of the Acts of 2008 amended Chapter 109 pertaining to limited partnerships and Chapter 156C pertaining to limited liability companies. The purpose of the amendments was to provide consistency between the business corporation statute and the limited partnership and limited liability company statutes.

The amendments:

1. increase the name reservation period from 30 to 60 days;
2. require the resident agent’s written consent to appointment in the organization and registration filings of limited partnerships and limited liability companies, and provide for change of registered agent/office and resignation;
3. require limited partnerships to file annual reports with the Division. The fee for filing the reports is $500.00 if filed by paper or fax, $450 if filed electronically;
4. authorize the Division to administratively dissolve limited liability companies and limited partnerships for failure to file annual reports; and
5. provide a mechanism for reinstatement of administratively dissolved limited partnerships and limited liability companies.

All changes (except the extension of the name reservation period) require the development of forms, technical changes to the electronic filing system and amendments to regulations and policies. The implementation date of such changes will be September 1, 2008. If you have any questions, please contact the Corporations Division at (617) 727-9640.