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Budget Summary FY2009

Outside Section 61
Data Current as of:  6/22/2009




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Limited Partnership Filings

SECTION 61.   Said chapter 156C is hereby further amended by adding the following 3 sections:-

Section 70. (a) The state secretary may commence a proceeding to dissolve a limited liability company if:

(1) the limited liability company has failed for 2 consecutive years to comply with the laws requiring the filing of annual reports; or

(2) he is satisfied that the limited liability company has become inactive and its dissolution would be in the public interest.

(b) If the state secretary determines that grounds exist under subsection (a), he shall serve the limited liability company with written notice of his determination. The notice shall be sent to the address of the office in the commonwealth required by clause (1) of section 5. If, within 90 days after the notice, the limited liability company fails to correct each ground for dissolution or demonstrates to the reasonable satisfaction of the state secretary that each ground determined by the state secretary does not exist, the state secretary shall administratively dissolve the limited liability company.

(c) A limited liability company administratively dissolved continues in existence, but shall not carry on any business except that necessary to wind up and liquidate its affairs.

Section 71. A limited liability company administratively dissolved under section 70 or whose authority to transact business in the commonwealth has been revoked under section 72 may apply to the state secretary for reinstatement at any time. The application shall:

(1) recite the name of the limited liability company and the effective date of its administrative dissolution or revocation;

(2) state that the grounds for dissolution or revocation either did not exist or have been corrected;

(3) state that the name of the limited liability company satisfies the requirements of section 3; provided, however, that if the state secretary determines that the application contains the full and correct information, he shall reinstate the limited liability company.

Section 72. (a) The state secretary may commence a proceeding to revoke the authority of a foreign limited liability company to transact business in the commonwealth if:

(1) the limited liability company has failed for 2 consecutive years to comply with the laws requiring the filing of annual reports; or

(2) he is satisfied that the revocation of the limited liability company's authority to transact business in the commonwealth would be in the public interest.

(b) If the state secretary determines that grounds exist under subsection (a), he shall serve the limited liability company with written notice of his determination. The notice shall be sent to the address of the foreign limited liability company. If, within 90 days after the notice, the limited liability company fails to correct each ground for revocation or demonstrates to the reasonable satisfaction of the state secretary that each ground determined by the secretary of state does not exist, the state secretary shall administratively revoke the authority of the foreign limited liability company to transact business in the commonwealth.

(c) The authority of the foreign limited liability company to transact business in the commonwealth shall cease on the date on which the state secretary makes such revocation effective.