PETITION OF:

Bradley H. Jones, Jr.

Mary S. Rogeness

George N. Peterson, Jr.

John A. Lepper

Viriato Manuel deMacedo

Paul K. Frost

Elizabeth A. Poirier

Robert S. Hargraves

Richard J. Ross

Susan Williams Gifford

Paul J. P. Loscocco

Donald F. Humason, Jr.

SECTION 1: Chapter 156C of the General Laws, as appearing in the 2004 Official Edition, is hereby amended by inserting, after section 43, the following new section: --

Section 43A. If a limited liability company has failed to comply with the provisions of law requiring the filing of reports with the state secretary or tax returns with the commissioner of revenue for two consecutive years, or if the secretary is satisfied that a limited liability company has become inactive and that its dissolution would be in the public interest, said secretary or said commissioner may apply to the supreme judicial court for its dissolution, and the court, after notice by mail or otherwise as it may order, may decree such dissolution subject to the provision of sections forty-three, forty-four, forty-five, and forty-six. The said secretary or said commissioner may include as many limited liability companies in a single application as they deem fit and the court may be include in its decree any or all thereof. The secretary or the commissioner shall furnish to each county law library within the commonwealth, upon application therefore, a copy, prepared as he shall determine, of the list of the limited liability companies dissolved as herein provided.

SECTION 2: Chapter 156C of the General Laws, as appearing in the 2004 Official Edition, is hereby amended, at the end of said chapter, by inserting the following new section:--

Section 69. If the state secretary finds that a limited liability company has been dissolved subject to the provisions of this section by act of the general court or under the provisions of section forty-three A and that such limited liability company ought to be revived for all purposes or for any specified purpose or purposes with or without limitation of time, said secretary may, not later than five years after the effective date of said act or after the date of the court decree dissolving such limited liability company under authority of said section forty-three A, as the case may be, upon application by an interested party, file in the secretary’s office a certificate, in such form as the secretary may prescribe, reviving such limited liability company as aforesaid; and provided, further, that if the sole purpose of the revival of such a dissolved limited liability company is to enable it to convey title to property or to sell and convey property and to distribute the proceeds among those entitled thereto, and if the revival is for a period not exceeding one year, the secretary may file such certificate of revival at any time after the date of dissolution. The secretary may subject the revival of such limited liability company to such terms and conditions, including the payment of reasonable fees, as in his judgment the public interest may require. Upon the filing of a certificate reviving a limited liability company for all purposes, said corporation shall stand revived with the same powers, duties and obligations as if it had not been dissolved, except as otherwise provided in said certificate; and all acts and proceedings of its officers, directors and stockholders or members, acting or purporting to act as such, which would have been legal and valid but for such dissolution, shall, except as aforesaid, stand ratified and confirmed. If such a limited liability company is revived as aforesaid for a limited time or for any specified purpose or purposes, it shall stand revived for such time or for the accomplishment of such purpose or purposes in accordance with the terms of the secretary’s certificate. For cause shown to his satisfaction, the secretary may, by certificate filed as aforesaid, extend the time for which a limited liability company revived for a limited time shall stand revived.