No Land Court approval to accept documents for registration is required if the following are presented:
- Executed documents to be filed;
- “Long Form” certificate of formation of limited partnership, not over 60 days old and bearing the Seal of The Commonwealth, from the Secretary of State attesting the name(s) of the general partner(s) and certifying that the limited partnership has not filed a Certificate of Cancellation (or if the limited partnership is a foreign limited partnership, that its application for registration has not been canceled and that it has not filed a Certificate of Withdrawal).
As to a foreign limited partnership organized in any of the other 49 states, if it is not registered with our Secretary of State you may accept an original certificate (not over 60 days old) of legal existence from the Secretary of State of the jurisdiction in which the foreign limited partnership is organized, stating the name of the foreign limited partnership, the names of its general partners and the fact that the foreign limited partnership has not filed a Certificate of Cancellation.
Any filings not meeting the above requirements (and a filing by a limited partnership of another country) must be approved by the Land Court.
Note: If any partner signing the document(s) is a corporation, the usual requirements for corporate execution of documents apply to the corporation’s execution of the document(s), except that there need not be any concern as whether the conveyance constitutes all or substantially all the assets of the corporation (since the assets being conveyed are those of the limited partnership, not those of the corporate partner).
If any partner signing the document is another limited partnership, the above must be satisfied as to that limited partnership as well.
Unless there is something contrary in the Secretary of State’s certificate, § 9 and 10 of G.L. c. 108A (made applicable to limited partnerships by § 24 of G.L. c. 109), allow registration of an instrument executed in the name of a limited partnership by any one general partner.
The “Long Form” certificate should not be given a separate document number. It should be attached to (one of) the instrument(s) being registered. It can serve as the basis of subsequent registrations, provided they occur within 60 days of the date of the certificate.