Chapter 281 of the Acts of 1995 went into effect on January 1, 1996, and authorized the creation of limited liability partnerships (G.L. c. 108A, § 45) and limited liability companies (G.L. c. 156C).
A. Conversion of an existing partnership to a limited liability partnership
If there is a certificate of title in the name of a general partnership, the filing of a certified copy from the Secretary of State of the certificate of registration pursuant to G.L. c. 108A § 45 registering the partnership as a Limited Liability Partnership, together with a certificate executed by a person authorized to execute and deliver recordable instruments pursuant to the certificate of registration and specifying that the partnership is converting to a limited liability partnership, shall be sufficient to cause the issuance of a new certificate of title in the name of the Limited Liability Partnership.
B. Inability to convert to a limited liability company
There is no correlative statutory authorization to covert an existing entity to a Limited Liability Company under G.L. c. 156C, as each Limited Liability Company is a new legal entity. However, nothing in this Guideline shall prevent a Limited Liability Company from participating in a merger, consolidation or reorganization pursuant to G.L. 156C, § 61 or 64.
C. Merger, consolidation and reorganization of limited liability companies
If there is a certificate of title in the name of a Limited Liability Company, the filing of a certified copy from the Secretary of State of the certificate of consolidation or merger pursuant to
G.L. c. 156C, § 61 shall be sufficient to cause the issuance of a new certificate of title in the name of the surviving or resulting Limited Liability Company or other entity. The certified copy must be examined to see if it provides for an effective date later than the date the certificate of consolidation or merger was filed with the Secretary of State; if there is such a later effective date, issuance of the new certificate shall not occur until that date. If issuance of a new certificate of title is requested as a result of a reorganization under G.L. c. 156C, § 64, the matter shall be referred to the Court.
D. Formation of a limited liability company
In order to form a limited liability company one or more authorized persons must execute a Certificate of Organization, which shall be filed in the Office of the Secretary of State. This certificate shall set forth
- the name of the limited liability company;
- the address of the office in the Commonwealth;
- the name and address of the resident agent for service of process;
- if the limited liability company is to have a specific date of dissolution, the latest date on which the limited liability company is to dissolve;
- if the limited liability company has managers at the time of its formation, the name and address of each manager;
- the name of any other person in addition to any manager who is authorized to execute any documents to be filed with the Office of the State Secretary and at least one such person shall be named if there are no managers;
- the general character of the limited liability company's business; (8) if desired, the names of one or more persons authorized to execute, acknowledge, deliver and record any recordable instrument purporting to affect an interest in real property, whether to be recorded with a registry of deeds or a district office of the land court.
E. Foreign limited liability companies
Every foreign limited liability company doing business in the Commonwealth shall submit to the Secretary of State, within ten days after it commences doing business in the Commonwealth, an application for registration as a foreign limited liability company, which shall be signed and sworn to by an authorized person. This application for registration sets forth essentially the same information required for a domestic limited liability company.
See Guideline 30 regarding transfers by limited liability companies and Guideline 31 regarding transfers by limited liability partnerships.