PETITION OF:

SECTION 1.

Chapter 109 section 3 of the General Laws, as appearing in the 2002 Official Edition, is hereby amended by striking in lines 18 and 19 the word “thirty” and inserting in place thereof the word:- sixty.

SECTION 2. Chapter 109 of the General Laws, as so appearing, is hereby amended by adding after section 4 the following new section:-

4A.

(a) A limited partnership may change its resident agent or the street address of the resident agent by filing a certificate of change of agent or office in the office of the secretary of state. The statement of change shall set forth:

(1) the name of the limited partnership;

(2) the name and street address of its current resident agent;

(3) if the current resident agent is to be changed, the name and street address of the new resident agent, and the new agent’s written consent, either on the statement or attached to it, to the appointment;

(4) if the street address of the business office of the resident agent is to be changed, the new street address of the business office of the resident agent.

(b) If a resident agent changes the street address of his business office, he may change the street address of the business office of any limited partnership for which he is resident agent by notifying the limited partnership in writing of the change and signing (either manually or by facsimile) and delivering to the secretary of state for filing a statement of change that complies with the requirements of subsection(a) and recites that the limited partnership has been notified of such change. If the street address of more than one limited partnership is being changed at the same time, there may be included in a single certificate the names of all limited partnerships the street addresses of the business office of which are being changed.

(c) any resident may resign his agency appointment by signing and delivering to the secretary of state a certificate of resignation. The resident agent shall furnish a copy of such statement to the limited partnership. The agency appointment is terminated on the thirty-first day on which the statement was filed.

SECTION 3. Section 8 of Chapter 109, as so appearing is hereby amended by striking clause (a)(3) and inserting in place thereof:-

(3) the address of the office and the name and address of the agent for service of process required to be maintained by section four. The agent’s written consent to the appointment as agent shall be either in the certificate or attached to it.

SECTION 4. Section 49 of Chapter 109 as amended by Chapter 178 of the Acts of 2004 is hereby amended by striking clause (7) and inserting in place thereof:-

(7) the name and business address of its resident agent and the agent’s written consent, either on the certificate or attached to it, to its appointment as agent; and

SECTION 5. Section 52 of Chapter 109, as appearing in the 2002 Official Edition, is hereby amended by striking said section and inserting in place thereof:-

52. Each foreign limited partnership doing business in the commonwealth shall appoint a resident agent as its true and lawful attorney upon whom all lawful process in any action or proceeding against such foreign limited partnership in the commonwealth may be served. The provisions of Chapter 156D section 15.07, 15.08 and 15.09 relative to the appointment and qualifications of a resident agent shall be applicable to the appointment of a resident agent pursuant to this section.

SECTION 6. Chapter 109 as so appearing is hereby amended by adding after section 62 the following new sections:-

63. Annual report.

(a) Each domestic limited partnership and foreign limited partnership authorized to transact business in the commonwealth shall file an annual report with the secretary of state on or before the anniversary date of the filing of the certificate of limited partnership. The annual report shall contain all information required to be included in the certificate of limited partnership.

(b) The fee for filing the annual report shall be $500 if the report is filed on paper or via fax. The fee for filing the annual report electronically shall be $450.

64. Administrative Dissolution.

(a) The secretary of state may commence a proceeding to dissolve a limited partnership if:

(1) the limited partnership has failed to comply with the provision of law requiring the filing of annual reports with the secretary of state for two or more consecutive years; or

(2) the secretary of state is satisfied that the limited partnership has become inactive and its dissolution would be in the public interest.

(b) If the secretary of state determines that one or more grounds exist under sub-section (a), he shall serve the limited partnership with written notice of his determination. The notice shall be sent to the address of the office in the commonwealth required by section 4(1). If the limited partnership does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within 90 days of the date of the notice, the secretary of state shall administratively dissolve the limited partnership.

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

65. Reinstatement. A limited partnership administratively dissolved under section 64 or whose authority to transact business in the commonwealth has been revoked under section 66 may apply to the secretary of state for reinstatement at any time. The application shall:

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

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

(3) state that the name of the limited partnership satisfies the requirements of section 2. If the secretary of state determines that the application contains the information and that such information is correct, he shall reinstate the limited partnership.

66. Revocation of Authority to Transact Business.

(a) The secretary of state may commence a proceeding to revoke the authority of a foreign limited partnership to transact business in the commonwealth if:

(1) the limited partnership has failed to comply with the provisions of law requiring the filing of annual reports with the secretary of state for two or more consecutive years; or

(2) the secretary of state is satisfied that the revocation of the limited partnership’s authority to transact business in the commonwealth would be in the public interest.

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

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

SECTION 7. Chapter 156C Section 4 of the General Laws as appearing in the 2002 Official Edition is hereby amended by striking in lines 18 and 19 the word “thirty” and inserting in place thereof the word:- sixty

SECTION 8. Chapter 156C of the General Laws, as so appearing, is hereby amended by adding after section 5 the following new section:-

5A(a). A limited liability company may change its resident agent or the street address of the resident agent by filing a certificate of change of agent or office in the office of the state secretary. The statement of change shall set forth:

(1) the name of the limited liability company;

(2) the name and street address of its current resident agent;

(3) if the current resident agent is to be changed, the name and street address of the new resident agent and the new agent’s written consent, either on the statement or attached to it, to the appointment;

(4) if the street address of the business office of the resident agent is to be changed, the new street address.

(b) If a resident agent changes the street address of his business office, he may change the street address of the business office of any limited liability company for which he is resident agent by notifying the limited liability company in writing of the change and signing (either manually or in facsimile) and delivering to the secretary of state for filing a statement of change that complies with the requirements of subsection (a) and recites that the limited liability company has been notified of such change. If the street address of more than one limited liability company is being changed at the same time, there may be included in a single certificate the names of all limited liability companies the street address of the business office of which are being changed.

(c) any resident agent may resign his agency appointment by signing and delivering to the secretary of state a certificate of resignation. The resident agent shall furnish a copy of such statement to the limited liability company. The agency appointment is terminated on the thirty-first day after the date on which the statement was filed.

SECTION 9. Section 12 of Chapter 156C as so appearing is hereby amended by striking clause (a)(3) and inserting in place thereof:-

(3) the name and address of the resident gent for service of process required to be maintained by section five, and the agent’s written consent, either on the certificate or attached to it, to its appointment as agent.

SECTION 10. Section 48 of Chapter 156C as amended by Chapter 178 of the Acts of 2004, is hereby amended by striking clause (7) and inserting in place thereof:-

(7) the name and address of the resident agent of the foreign limited liability company and the agent’s written consent, either on the certificate or attached to it, to its appointment as agent.

SECTION 11. Section 51 of the said Chapter 156C, as amended by Chapter 178 of the Acts of 2004, is hereby amended by striking Section 51 and inserting in place thereof:-

51. Each foreign limited liability company doing business in the commonwealth shall appoint a resident agent as its true and lawful attorney upon whom all lawful process in any action or proceeding against such foreign limited liability company in the commonwealth may be served. The provisions of Chapter 156D section 15.07, section 15.08 and section 15.09 relative to the appointment and qualification of a resident agent shall be applicable to the appointment of a resident agent pursuant to this section.

SECTION 12. Chapter 156C is hereby amended by adding after section 69 the following sections:-

70. Administrative Dissolution

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

(1) the limited liability company has failed to comply with the provisions of law requiring the filing of annual reports with the secretary of state for two or more consecutive years; or

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

(b) If the secretary of state determines that one or more grounds exist under sub-section (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 section 5. If the limited liability company does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within 90 days of the date of the notice, the secretary of state shall administratively dissolve the limited liability company.

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

71. Reinstatement

A limited liability company administratively dissolved or whose authority to transact business in the commonwealth has been revoked under sections 70 and 72 may apply to the secretary of state 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 ground or grounds for dissolution or revocation either did not exist or have been eliminated;

(3) state that the name of the limited liability company satisfies the requirements of section 3.

If the secretary of state determines that the application contains the information required and that such information is correct, he shall reinstate the limited liability company.

72. Revocation of Authority to Transact Business.

(a) The secretary of state 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 to comply with the provisions of law requiring the filing of annual reports with the secretary of state for two or more consecutive years; or (2) the secretary of state 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 secretary of state determines that one or more 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 the limited liability company does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist with 90 days of the date of the notice, the secretary of state shall administratively revoke the authority of the foreign limited liability company to do business in the commonwealth.

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