A "limited partnership" is a partnership formed by two or more persons formed under the provisions of M.G.L. Chapter 109, s.8, having as members one or more general partners and one or more limited partners.
Two or more persons desiring to form a limited partnership may do so by filing a Certificate with the Corporations Division. The certificate shall state:
1. the name of the partnership:
a. shall contain without abbreviation the words "limited partnership";
b. cannot be the same as or deceptively similar to that of a domestic or foreign corporation or limited partnership on file in this office;
c. may not contain the name of a limited partner unless it is also the name of a general partner or the corporate name of a corporate general partner or the business has been carried on under that name before the admission of the limited partner.
2. the general character of its business;
3. the address of its office in the Commonwealth and the name and street address of its agent for service of process and the agent's written consent either on the certificate or attached thereto;
4. the name and business address of each general partner;
5. the last date certain upon which the limited partnership is to dissolve;
6. any other matters the partners determine to include therein.
Every limited partnership must file with the Corporations Division an amendment to a limited partnership certificate within thirty (30) days after the happening of any of the following events:
1. the admission of a new general partner;
2. the withdrawal of a general partner; or
3. the continuation of business under s.44 after an event of withdrawal of a general partner.
Also, a general partner must promptly amend the certificate when she/he
becomes aware that any statement in the certificate of limited partnership
was false when made or that any arrangements or other facts described
have changed, making the certificate inaccurate in any respect.
A certificate of amendment must set forth the following information:
1. the name of the limited partnership:
2. the date of filing the certificate; and
3. the names and addresses of all general partners; and
4. the amendment to the certificate.
Limited partnerships formed prior to March 1, 1989 shall include in
their first certificate of amendment filed after that date a statement
of the last date certain upon which the limited partnership is to dissolve.
Limited partnerships formed prior to March 1, 1989 must file appropriate amended certificates of limited partnership to reflect admissions, withdrawals or changes in the capital contributions of limited partners or must file a restated certificate or a certificate of amendment deleting all references to the names, addresses and capital contributions of limited partners.
Effective July 1, 2008 every limited partnership must file an annual report with the Corporations Division on or before the anniversary date of the filing of its original certificate of limited partnership. The report shall contain all information included in its formation certificate and any other matters the partners determine to include. The report must be signed by at least one general partner and be accompanied by the appropriate fee. The fee for filing an annual report is four hundred fifty dollars ($450.00) if filed electronically, five hundred dollars ($500.00) if filed by paper or facsimile. (Added by St.2008 c. 182)
A limited partnership may change its resident agent or the street address of the resident agent by filing a Certificate of Statement of Change of Resident Agent/Resident Office.
A resident agent may change the street address of the resident office for any limited partnership for which he is resident agent by filing a Statement of Change of Resident Office. G.L. Chapter 109 §§ 4A and 52.
The resident agent may resign by filing a statement of resignation with the Corporations Division. A copy of the resignation must also be furnished to the limited partnership.
A limited partnership that was administratively dissolved by the Division may apply for reinstatement at any time. In order to reinstate the limited partnership, all annual reports owed must be filed.
A limited partnership may merge or consolidate with one or more limited partnerships or other business entities as defined in M.G.L. Chapter 109, §16A. Other business entities include domestic or foreign corporations, including professional corporations, business trusts, limited liability companies and partnerships, including general, limited liability, and foreign limited partnerships.
The merger or consolidation must be approved (1) by all general partners and (2) by the limited partners, or if there is more than one class or group of limited partners, then by each class or group of limited partners, in either case, by limited partners who own more than 50% of the then current percentage or other interest in the profits of the domestic limited partnership owned by all of the limited partners or by the limited partners in each class or group, as appropriate.
The domestic limited partnership or other business entity resulting or surviving from or in the consolidation or merger shall file a certificate of consolidation or merger with the Corporations Division.
The certificate must include the following information:
1. the name and jurisdiction of formation or organization of each domestic limited partnership or other business entity which is to consolidate or merge;
2. a statement that the agreement of consolidation or merger has been approved and executed by each of the domestic limited partnerships and other business entities;
3. the name of the resulting or surviving domestic limited partnership or other business entity;
4. the effective date of the merger or consolidation which shall be the date of filing or a later date;
5. a statement that the agreement of consolidation or merger is on file at a place of business of the resulting or surviving domestic limited partnership or other business entity and the address thereof;
6. a statement that a copy of the agreement of consolidation or merger will be furnished by the surviving or resulting domestic limited partnership or other business, on request and without charge, to any member of the domestic limited partnership or any person holding an interest in any other business entity which is to consolidate or merge;
7. if the resulting or surviving entity is not an entity organized under the laws of the Commonwealth, a statement that such resulting or surviving entity agrees that, if such entity does not continuously maintain an agent for service of process in the Commonwealth, to appoint irrevocably the Secretary of the Commonwealth and his successor in office to be its true and lawful attorney upon whom all lawful process in any such action, suit or proceeding in the Commonwealth may be served in the manner set forth in M.G.L. c.156D, §15.10 relative to foreign corporations; and
8. if a domestic limited partnership is the resulting or surviving entity, the names and addresses of all general partners.
If the domestic limited partnership is not the resulting or surviving limited partnership the certificate of consolidation or merger shall act as a certificate of cancellation.
A certificate of limited partnership must be cancelled upon the dissolution
and commencement of winding up the partnership or at any time there are
no limited partners.
A certificate of cancellation must set forth the following information:
1. the name of the limited partnership;
2. the date of filing the certificate of limited partnership;
3. the reason for filing the certificate of cancellation;
4. the effective date, which shall be a date certain, of cancellation if it is not to be effective upon filing of the certificate; and
5. any other information the general partners filing the certificate determine to include.