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MASSACHUSETTS LLC ACT CH. 156CCurrent Through Chapter 52, 3/25/2004

§ 1. Massachusetts Limited Liability Company Act. .....................................................................5

§ 2. Definitions. ..................................................................................................................................5

§ 3. Name of Limited Liability Company; Requirements. ............................................................6

§ 4. Exclusive Right to Use of Name; Reservation Procedure.......................................................7

§ 5. Office in Commonwealth Required; Resident Agent for Service of Process........................7

§ 6. Powers of Limited Liability Company; Requirements as to Rendering Professional

Services. .......................................................................................................................................8

§ 7. Rights and Obligations of Member or Manager as to Limited Liability Company. ...........8

§ 8. Indemnification of Member or Manager by Limited Liability Company. ...........................9

§ 9. Record Keeping Requirements. ................................................................................................9

§ 10. Rights of Member or Manager to Information Regarding Condition of Business, Tax

Returns, and Other Reasonable Information. .......................................................................10

§ 11. Good Faith Reliance by Member or Manager on Written Operating Agreement and

Certain Statements or Reports................................................................................................10

§ 12. Certificate of Organization; Filing; Contents; Time of Formation; Substantial

Compliance; Annual Report; Fees..........................................................................................11

§ 13. Amendment of Certificate of Organization; Effective Date of Amendment. ...................12

§ 14. Certificate of Organization Cancelled Upon Dissolution. ..................................................12

§ 15. Execution of Certificates; Execution as Affirmation of Truth under Penalty of Perjury.

....................................................................................................................................................13

§ 16. Failure or Refusal to Execute Certificate, Operating Agreement or Amendment; Right

to Petition Superior Court. ......................................................................................................13

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§ 17. Original Signed Copy and Duplicate of Certificates Filed; Duplicate Returned. ............14

§ 18. Filing of Certificate of Organization as Notice of Certain Facts. ......................................14

§ 19. Integration of Amendments into Restated Certificate of Organization............................15

§ 20. Acquiring a Limited Liability Company Interest; Time Person is Admitted as Member.

....................................................................................................................................................16

§ 21. Operating Agreement; Creation of Classes or Groups of Members; Voting Rights. ......16

§ 22. Obligations and Liabilities of Limited Liability Company; Personal Liability Based on

Status as Member or Manager................................................................................................17

§ 23. Designation as Manager of Limited Liability Company. ...................................................17

§ 24. Management of Limited Liability Company Vested in Members; Operating Agreement

May Provide for Managers......................................................................................................18

§ 25. Manager Need Not be Member of Limited Liability Company.........................................18

§ 26. Powers and Duties of Managers Provided by the Operating Agreement; Classes and

Groups of Managers; Voting Rights.......................................................................................18

§ 27. Form of Contribution to Limited Liability Company. .......................................................19

§ 28. Obligation to Contribute Promised Property or Services; Cash in Lieu of Property or

Service; Specific Performance; Compromise. .......................................................................19

§ 29. Allocation of Profits and Losses Among Members. ............................................................20

§ 30. Distributions of Cash and Other Assets Among Members. ...............................................21

§ 31. When Member Entitled to Receive Distributions. ..............................................................21

§ 32. Distribution to Member Upon Resignation. ........................................................................21

§ 33. Distribution Limited to Cash; Exceptions Provided in Operating Agreement. ...............21

§ 34. Remedies of Creditor Available with Respect to Distribution; Record Date. ..................22

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§ 35. Member May Be Personally Liable for Unlawful Distribution; Contribution; Limitation

Period for Bringing Action. .....................................................................................................22

§ 36. Resignation of Member; Damages for Breach of Operating Agreement..........................22

§ 37. Resignation of Manager; Damages for Breach of Operating Agreement.........................23

§ 38. Limited Liability Company Interest is Personal Property.................................................23

§ 39. Assignability of Limited Liability Company Interest. ........................................................23

§ 40. Judgment Creditor of Member May Acquire Rights of Assignee in Limited Liability

Company Interest; Applicability of Exemption Laws. .........................................................24

§ 41. Assignee May Become a Member; Procedure; Rights and Liabilities as Member;

Continued Liability of Assignor..............................................................................................24

§ 42. Effect of Death or Incompetency of Individual Member, or Dissolution or Termination

of Corporate, Trust or Other Entity Member. ......................................................................25

§ 43. Conditions for Dissolution of Limited Liability Company.................................................25

§ 44. Superior Court May Decree Dissolution. .............................................................................26

§ 45. Winding Up Limited Liability Company's Affairs. ............................................................26

§ 46. Distribution of Assets of Dissolved Limited Liability Company........................................27

§ 47. Foreign Limited Liability Company; Activities; Liabilities and Defenses........................27

§ 48. Foreign Limited Liability Company; Doing Business Within Commonwealth Defined;

Registration Requirement; Filing Fee. ...................................................................................28

§ 49. Examination and Approval of Application for Registration by Foreign Limited Liability

Company. ..................................................................................................................................29

§ 50. Foreign Limited Liability Company May Use Any Name Authorized Under Limited

Liability Company Act.............................................................................................................29

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§ 51. Foreign Limited Liability Company Must Appoint Resident Agent.................................29

§ 52. False Statement or Change in Facts; Filing of Amendment or Correction. .....................30

§ 53. Registration of Foreign Limited Liability Company; Cancellation or Withdrawal. .......30

§ 54. Failure to Register Foreign Limited Liability Company; Fine; Service of Process.........31

§ 55. Suit Against Limited Liability Company; Name.................................................................32

§ 56. Who May Bring Suit on Behalf of the Limited Liability Company. .................................32

§ 57. Payment of Expenses On Termination of Derivative Suit..................................................33

§ 58. Lack of Authority for Bringing Suit as Defense or Basis for Subsequent Suit.................33

§ 59. Consolidation or Merger of Domestic Limited Liability Company; Other Business

Entity Defined. ..........................................................................................................................33

§ 60. Approval of Consolidation or Merger by Members of Domestic Limited Liability

Company Required; Exception...............................................................................................34

§ 61. Limited Liability Company Resulting from Consolidation or Merger; Filing

Requirements. ...........................................................................................................................35

§ 62. Effect of Consolidation or Merger of Domestic Limited Liability Company; Rights and

Liabilities Vested in Resulting or Surviving Entity...............................................................36

§ 63. Definition of "Person" as Including Limited Liability Company; Member or Manager's

Good Faith Reliance on Operating Agreement. ....................................................................37

§ 64. Implementation of Court Ordered Plan of Reorganization. ..............................................37

§ 65. Liability Insurance Requirement for Limited Liability Company; Regulations. ............38

§ 66. Recordable Instrument Regarding Real Property Executed by Person Authorized in

Certificate of Organization or Application for Registration, in Name of Limited Liability

Company, Binding....................................................................................................................38

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§ 67. Certification as to Incumbency of Manager or Member, or Authority of Person to Act

for Limited Liability Company...............................................................................................38

§ 68. Certificate by Secretary of Commonwealth that Limited Liability Company Appears to

Exist, is in Good Standing, and Identifies Persons Authorized to Act With Respect to

Real Property; Fee. ..................................................................................................................39

§ 69. Conversion to a Limited Liability Company. ......................................................................39

§ 1. Massachusetts Limited Liability Company Act.

This chapter may be cited as the Massachusetts Limited Liability Company Act.

§ 2. Definitions.

As used in this chapter, the following words shall unless the context clearly otherwise requireshave the following meanings:--

(1) "Bankruptcy", the occurrence of any of the following events:

(a) a member:

(1) makes an assignment for the benefit of creditors;

(2) files a voluntary petition in bankruptcy;

(3) is adjudged a bankrupt or insolvent, or has entered against him an order for relief, in anybankruptcy or insolvency proceeding;

(4) files a petition or answer seeking for himself any reorganization, arrangement,composition, readjustment, liquidation, dissolution or similar relief under any statute, law orregulation;

(5) files an answer or other pleading, admitting or failing to contest the material allegations ofa petition filed against him in any proceeding of this nature;

(6) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator ofthe member or of all or any substantial part of his properties; or

(b) one hundred and twenty days after the commencement of any proceeding against themember seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or

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similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or ifwithin ninety days after the appointment without his consent or acquiescence of a trustee, receiveror liquidator of the member or of all or any substantial part of his properties, the appointment is notvacated or stayed, or within ninety days after the expiration of any such stay, the appointment is notvacated.

(2) "Certificate of organization", the certificate referred to in section twelve, and the certificateas amended.

(3) "Contribution", any cash, property, services rendered or a promissory note or otherobligation to contribute cash or property or to perform services, which a person contributes to alimited liability company in his capacity as a member.

(4) "Foreign limited liability company", a limited liability company formed under the laws ofany state other than the commonwealth or under the laws of any foreign country or other foreignjurisdiction and denominated as such under the laws of such state or foreign country or otherforeign jurisdiction.

(5) "Limited liability company" and "domestic limited liability company", an unincorporatedorganization formed under this chapter and having 1 or more members.

(6) "Limited liability company interest", a member's share of the profits and losses of a limitedliability company and the member's right to receive distributions of the limited liability company'sassets.

(7) "Manager", a person who is designated as a manager of a limited liability company pursuantto the operating agreement.

(8) "Member", a person who has been admitted to a limited liability company as a member asprovided in section twenty or, in the case of a foreign limited liability company, in accordance withthe laws of the state or foreign country or other foreign jurisdiction under which the foreign limitedliability company is organized, and whose membership has not been terminated pursuant to theoperating agreement or the operation of law.

(9) "Operating agreement", any written or oral agreement of the members as to the affairs of alimited liability company and the conduct of its business.

(10) "Person", a natural person, partnership, whether general or limited and whether domestic orforeign, limited liability company, foreign limited liability company, trust, estate, association,corporation, custodian, nominee or any other individual or entity in its own or any representativecapacity.

(11) "State", the District of Columbia or the Commonwealth of Puerto Rico or any state,territory, possession, or other jurisdiction of the United States other than the commonwealth.

§ 3. Name of Limited Liability Company; Requirements.

The name of each limited liability company as set forth in its certificate of organization:

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(1) shall contain the words "limited liability company", "limited company", or the abbreviation"L.L.C.", "L.C.", "LLC" or "LC";

(2) may contain the name of a member or manager; and

(3) may not be the same as, or deceptively similar to the name of any corporation, limitedpartnership or limited liability company reserved or organized under the laws of the commonwealthor licensed or registered as a foreign corporation, foreign limited partnership or foreign limitedliability company in the commonwealth, except with the written consent of said corporation, limitedpartnership or limited liability company previously filed with the state secretary.

§ 4. Exclusive Right to Use of Name; Reservation Procedure.

(a) The exclusive right to the use of a name may be reserved by:

(1) any person intending to organize a limited liability company under this chapter and to adoptsuch name;

(2) any domestic limited liability company or any foreign limited liability company registered inthe commonwealth which, in either case, intends to adopt such name;

(3) any foreign limited liability company intending to register in the commonwealth and adoptsuch name; and

(4) any person intending to organize a foreign limited liability company and intending to have itregister in the commonwealth and adopt such name.

(b) The reservation of a specified name shall be made by filing with the state secretary, anapplication, executed by the applicant, specifying the name to be reserved and the name and addressof the applicant. If the state secretary finds that the name is available for use by a domestic orforeign limited liability company, he shall reserve the name for the exclusive use of the applicantfor a period of thirty days. The state secretary may extend the reservation for an additional thirtydays upon written request of the applicant. The right to the exclusive use of a reserved name may betransferred to any other person by filing in the office of the state secretary a notice of the transfer,executed by the applicant for whom the name was reserved, specifying the name to be transferredand the name and address of the transferee.

§ 5. Office in Commonwealth Required; Resident Agent for Service of Process.

Each limited liability company shall have and maintain in the commonwealth:

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(1) an office, which may but need not be a place of its business in the commonwealth at whichshall be kept the records required by section nine to be maintained; and

(2) a resident agent for service of process on the limited liability company, which agent must bean individual resident of the commonwealth, a domestic corporation, or a foreign corporationauthorized to do business in the commonwealth.

§ 6. Powers of Limited Liability Company; Requirements as to Rendering ProfessionalServices.

(a) Except as otherwise expressly provided by law, a limited liability company may carry on anylawful business, trade, profession, purpose or activity.

(b) A limited liability company shall possess and may exercise all the powers and privilegesgranted by this chapter or by any other law or by the operating agreement, together with any powersincidental thereto, so far as such powers and privileges are necessary or convenient to the conduct,promotion or attainment of the business, trade, profession, purposes or activities of the limitedliability company. Without limitation of the foregoing and except as otherwise expressly set forth ina written operating agreement, a limited liability company shall have the power to make guaranteesof the obligations of another person or entity.

(c) A limited liability company or foreign limited liability company which is organized to rendera professional service as defined in section two of chapter one hundred and fifty-six A shall (i)indicate in its certificate of organization or application for registration the specific professionalservices which it shall render, (ii) be subject to any conditions or limitations established by anyapplicable regulating boards as defined in said section two, including the provision of liabilityinsurance required by section sixty-five, and (iii) include with its certificate of organization orapplication for registration a certificate by the applicable regulating board which indicatescompliance as of the date of organization or registration by the members and managers with anyeligibility standards established by such regulating board.

§ 7. Rights and Obligations of Member or Manager as to Limited Liability Company.

Except as provided in a written operating agreement, a member or manager may lend money to,borrow money from, act as a surety, guarantor or endorser for, guarantee or assume one or morespecific obligations of, provide collateral for, and transact other business with a limited liabilitycompany and, subject to other applicable law, has the same rights and obligations with respect toany such matter as a person who is not a member or manager.

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§ 8. Indemnification of Member or Manager by Limited Liability Company.

(a) Subject to such standards and restrictions, if any, as are set forth in its certificate oforganization or a written operating agreement, a limited liability company may, and shall have thepower to, indemnify and hold harmless any member or manager or other person from and againstany and all claims and demands whatsoever. Such indemnification may include payment by thelimited liability company of expenses incurred in defending a civil or criminal action or proceedingin advance of the final disposition of such action or proceeding, upon receipt of an undertaking bythe person indemnified to repay such payment if he shall be adjudicated to be not entitled toindemnification under this section which undertaking may be accepted without reference to thefinancial ability of such person to make repayment. Any such indemnification may be providedalthough the person to be indemnified is no longer a member or manager.

No indemnification shall be provided for any person with respect to any matter as to which heshall have been adjudicated in any proceeding not to have acted in good faith in the reasonablebelief that his action was in the best interest of the limited liability company.

(b) The certificate of organization or a written operating agreement may eliminate or limit thepersonal liability of a member or manager for breach of any duty to the limited liability company orto another member or manager.

§ 9. Record Keeping Requirements.

(a) Each limited liability company shall keep at the office referred to in clause (1) of section fivethe following:

(1) a current list of the full name and last known address of each member and manager;

(2) a copy of the certificate of organization and all certificates of amendment thereto, togetherwith executed copies of any powers of attorney pursuant to which any certificate has been executed;

(3) copies of the limited liability company's federal, state, and local income tax returns andreports, if any, for the three most recent years;

(4) copies of any then effective written operating agreements and of any financial statements ofthe limited liability company for the three most recent years; and

(5) unless contained in a written operating agreement, a writing setting out:

(i) the amount of cash and a description and statement of the agreed value of the other propertyor services contributed by each member and which each member has agreed to contribute;

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(ii) the times at which or events on the happening of which any additional contributions agreedto be made by each member are to be made;

(iii) any right of a member to receive, or of a manager to make, distributions to a member; and

(iv) any events upon the happening of which the limited liability company is to be dissolvedand its affairs wound up.

(b) Records kept under this section shall be subject to inspection and copying at the reasonablerequest and at the expense of any member or manager during ordinary business hours.

(c) The current list of names and addresses of the members shall be made available to the statesecretary within five business days of receipt of a written request by said state secretary or by thedirector of the securities division of the state secretary's office stating that such information isrequired in connection with an investigatory or enforcement proceeding.

§ 10. Rights of Member or Manager to Information Regarding Condition of Business, TaxReturns, and Other Reasonable Information.

Each member or manager of a limited liability company has the right, subject to such reasonablestandards, including standards governing what information and documents are to be furnished atwhat time and location and at whose expense, as may be set forth in the operating agreement orotherwise established by the manager or, if there is no manager, then by the members, to obtainfrom the limited liability company from time to time upon reasonable demand in writing for anypurpose reasonably related to the member's or manager's interest as a member or manager of thelimited liability company (i) true and full information regarding the state of the business andfinancial condition of the limited liability company, (ii) promptly after becoming available, a copyof the limited liability company's federal, state and local income tax returns for each year, and (iii)other information regarding the affairs of the limited liability company as is just and reasonable.

§ 11. Good Faith Reliance by Member or Manager on Written Operating Agreement andCertain Statements or Reports.

A member or manager of a limited liability company shall be fully protected in relying in goodfaith upon the provisions of a written operating agreement and the records of the limited liabilitycompany and upon such information, opinions, reports or statements presented to the limitedliability company by any of its other managers, members, officers, employees, or committees or byany other person, as to matters the member or manager reasonably believes are within such otherperson's professional or expert competence and who has been selected with reasonable care by or onbehalf of the limited liability company, including information, opinions, reports or statements as to

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the value and amount of the assets, liabilities, profits or losses of the limited liability company orany other facts pertinent to the existence and amount of assets from which distributions to membersmight properly be paid.

§ 12. Certificate of Organization; Filing; Contents; Time of Formation; SubstantialCompliance; Annual Report; Fees.

(a) In order to form a limited liability company, one or more authorized persons must execute acertificate of organization. The certificate of organization shall be filed in the office of the statesecretary and set forth:

(1) the name of the limited liability company;

(2) the address of the office in the commonwealth required to be maintained by section five;

(3) the name and address of the resident agent for service of process for the limited liabilitycompany required to be maintained by section five;

(4) if the limited liability company is to have a specific date of dissolution, the latest date onwhich the limited liability company is to dissolve;

(5) if the limited liability company has managers at the time of its formation, the name andaddress of each manager;

(6) the name of any other person in addition to any manager who is authorized to execute anydocuments to be filed with the office of the state secretary and at least one such person shall benamed if there are no managers;

(7) the general character of the limited liability company's business;

(8) if desired, the names of one or more persons authorized to execute, acknowledge, deliverand record any recordable instrument purporting to affect an interest in real property, whether to berecorded with a registry of deeds or a district office of the land court; and

(9) any other matters the authorized persons determine to be included therein.

(b) A limited liability company is formed at the time of the filing of the initial certificate oforganization in the office of the state secretary or at any later date specified in the certificate oforganization if, in either case, there has been substantial compliance with the requirements of thissection. A limited liability company formed under this chapter shall be a separate legal entity, theexistence of which as a separate legal entity shall continue until cancellation of the limited liabilitycompany's certificate of organization.

(c) All limited liability companies formed under this chapter shall also file an annual report withthe state secretary setting forth the information required in subsection (a).

(d) The fee for the filing of the certificate of organization required by subsection (a) shall be fivehundred dollars. The fee for the filing of the annual report required by subsection (c) shall be five

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hundred dollars. Such fees shall be paid to the state secretary at the time the certificate oforganization or the annual report is filed.

§ 13. Amendment of Certificate of Organization; Effective Date of Amendment.

(a) A certificate of organization may be amended by filing a certificate of amendment thereto inthe office of the state secretary. The certificate of amendment shall set forth:

(1) the name of the limited liability company;

(2) the date of filing of its certificate of organization; and

(3) the amendment to the certificate of organization.

(b) A manager or, it there is no manager, then any member, who becomes aware that anystatement in a certificate of organization was false when made, or that any matter described in thecertificate of organization has changed, making the certificate of organization false in any materialrespect, shall promptly amend the certificate of organization to correct such matter.

(c) A certificate of organization shall be amended to reflect (i) the designation of managers of alimited liability company which theretofore did not have managers or (ii) any change in themanagers of a limited liability company or other authorized signatories.

(d) A certificate of organization may be amended at any time for any other proper purpose.

(e) Unless otherwise provided in this chapter or unless a later effective date, which shall be adate certain, is provided for in the certificate of amendment, a certificate of amendment shall beeffective at the time of its filing with the state secretary.

§ 14. Certificate of Organization Cancelled Upon Dissolution.

A certificate of organization shall be cancelled upon the dissolution and the completion ofwinding up of a limited liability company, or at any other time there are no members, or upon thefiling of a certificate of consolidation or merger if the limited liability company is not the resultingor surviving entity in a consolidation or merger. A certificate of cancellation shall be filed in theoffice of the state secretary to accomplish the cancellation of a certificate of organization upon thedissolution and the completion of winding up of a limited liability company or at any other timethere are no members and shall set forth:

(1) the name of the limited liability company;

(2) the date of filing of its certificate of organization;

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(3) the reason for filing the certificate of cancellation;

(4) the effective date, which shall be a date certain, of cancellation if it is not to be effectiveupon the filing of the certificate; and

(5) any other information the person filing the certificate of cancellation determines.

§ 15. Execution of Certificates; Execution as Affirmation of Truth under Penalty of Perjury.

(a) Each certificate required by this chapter to be filed in the office of the state secretary shall beexecuted:

(1) by any manager if the limited liability company has managers or by any other authorizedperson set forth in the certificate of organization or any amendment thereto;

(2) if the limited liability company has not been formed, by the person or persons forming thelimited liability company; or

(3) if the limited liability company is in the hands of a receiver, trustee, or other court-appointedfiduciary, by such receiver, trustee or fiduciary.

(b) Unless otherwise provided in the operating agreement, any person may sign any certificateor amendment thereto or enter into the operating agreement or amendment thereto by an agent,including an attorney-in-fact. An authorization, including a power of attorney, to sign any certificateor amendment thereto or to enter into the operating agreement or amendment thereto need not be inwriting, need not be sworn to, verified or acknowledged, and need not be filed in the office of thestate secretary, but if in writing, must be retained by the limited liability company.

(c) The execution of a certificate by an authorized person constitutes an affirmation, under thepenalties of perjury, that the facts stated therein are true.

§ 16. Failure or Refusal to Execute Certificate, Operating Agreement or Amendment; Rightto Petition Superior Court.

(a) If a person required to execute a certificate required by this chapter fails or refuses to do so,any other person who is adversely affected by the failure or refusal may petition the superior courtdepartment of the trial court to direct the execution of the certificate. If the court finds that theexecution of the certificate is proper and that any person so designated has failed or refused toexecute the certificate, it shall order the state secretary to record an appropriate certificate.

(b) If a person required to execute an operating agreement or amendment thereto fails or refusesto do so, any person who is adversely affected by the failure or refusal may petition the superior

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court department of the trial court to direct the execution of the operating agreement or amendmentthereto. If the court finds that the operating agreement or amendment thereto should be executedand that any person required to execute the operating agreement or amendment thereto has failed orrefused to do so, it shall enter an order granting appropriate relief.

§ 17. Original Signed Copy and Duplicate of Certificates Filed; Duplicate Returned.

(a) The original signed copy of the certificate of organization and of any certificates ofamendment or cancellation or of any judicial decree of amendment or cancellation, and of anycertificate of consolidation or merger or conversion and of any restated certificate shall be deliveredto the state secretary, together with a duplicate copy which may be a photocopy or a duplicateoriginal. A person who executes a certificate as an attorney-in-fact or fiduciary shall not be requiredto exhibit evidence of his authority as a prerequisite to filing. Any certificate authorized to be filedwith the state secretary under any provision of this chapter shall be originally signed except asotherwise required by this chapter or permitted from time to time by the state secretary. Unless thestate secretary finds that any certificate does not conform to law, he shall:

(1) confirm that the certificate of organization, the certificate of amendment, the certificate ofcancellation or of any judicial decree of amendment or cancellation, the certificate of consolidationor merger or the restated certificate has been filed in his office by endorsing upon the originalcertificate and the duplicate certificate the word "filed", and the date and time of the filing. Saidendorsement shall be conclusive of the date and time of its filing in the absence of actual fraud;

(2) file the endorsed certificate; and

(3) return to the person who filed it or his representative the duplicate copy of the originalsigned instrument, similarly endorsed.

(b) Upon the filing of a certificate of amendment or judicial decree of amendment or restatedcertificate in the office of the state secretary, or upon the effective date of a certificate ofamendment or judicial decree thereto or restated certificate, as provided for therein, the certificateof organization shall be amended or restated as set forth therein. Upon the filing of a certificate ofcancellation or a judicial decree thereof, or a certificate of consolidation or merger which acts as acertificate of cancellation, or upon the effective date of a certificate of cancellation or a judicialdecree thereof or of a certificate of consolidation or merger which acts as a certificate ofcancellation, as provided for therein, said certificate of organization shall be cancelled.

§ 18. Filing of Certificate of Organization as Notice of Certain Facts.

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The fact that a certificate of organization is on file in the office of the state secretary shall benotice that the entity formed in connection with the filing of the certificate of organization is alimited liability company formed under the laws of the commonwealth and shall be notice of allother facts set forth therein which are required to be set forth in a certificate of organization bysection twelve.

§ 19. Integration of Amendments into Restated Certificate of Organization.

(a) A limited liability company may at any time, integrate into a single instrument all of theprovisions of its certificate of organization which are then in effect and operative as a result of therehaving theretofore been filed with the state secretary one or more certificates or other instrumentspursuant to any of the sections referred to in this chapter and it may at the same time also furtheramend its certificate of organization by adopting a restated certificate of organization.

(b) If a restated certificate of organization merely restates and integrates but does not furtheramend the initial certificate of organization, as theretofore amended or supplemented by anyinstrument that was executed and filed pursuant to any of the sections in this chapter, it shall bespecifically designated in its heading as a "restated certificate of organization" together with suchother words as the limited liability company may deem appropriate and shall be executed by anauthorized person and filed as provided in section seventeen in the office of the state secretary. If arestated certificate restates and integrates and also further amends in any respect the certificate oforganization, as theretofore amended or supplemented, it shall be specifically designated in itsheading as an "amended and restated certificate of organization" together with such other words asthe limited liability company may deem appropriate and shall be executed by at least one authorizedperson, and filed as provided in section seventeen in the office of the state secretary.

(c) A restated certificate of organization shall state, either in its heading or in an introductoryparagraph, the limited liability company's present name, and, if such name has been changed, thename under which it was originally filed, the date of filing of its original certificate of organizationwith the state secretary, and the effective date, which shall be a date certain, of the restatedcertificate if it is not to be effective upon the filing of the restated certificate. A restated certificateshall also state that it was duly executed and is being filed in accordance with this section. If arestated certificate only restates and integrates and does not further amend a limited liabilitycompany's certificate of organization as theretofore amended or supplemented and there is nodifference between the provisions of such certificate of organization and the provisions contained inthe restated certificate, it shall state the fact of such difference.

(d) Upon the filing of a restated certificate of organization with the state secretary, or upon thefuture effective date of a restated certificate of organization as provided for therein, the initialcertificate of organization, as theretofore amended or supplemented, shall be superseded by suchrestated certificate; thereafter, the restated certificate of organization, including any furtheramendment or changes made thereby, shall be the certificate of organization of the limited liabilitycompany, but the original effective date of organization shall remain unchanged.

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(e) Any amendment or change effected in connection with the restatement and integration of thecertificate of organization shall be subject to any other provision of this chapter, not inconsistentwith this section, which would apply if a separate certificate of amendment were filed to effect suchamendment or change.

§ 20. Acquiring a Limited Liability Company Interest; Time Person is Admitted as Member.

(a) In connection with the formation of a limited liability company, a person acquiring a limitedliability company interest is admitted as a member of the limited liability company upon the later tooccur of:

(1) the formation of the limited liability company; or

(2) the time provided in and upon compliance with the operating agreement or, if the operatingagreement does not so provide, when the person's admission is reflected in the records of the limitedliability company.

(b) After the formation of a limited liability company, a person acquiring a limited liabilitycompany interest is admitted as a member of the limited liability company:

(1) in the case of a person acquiring a limited liability company interest directly from the limitedliability company, at the time provided in and upon compliance with a written operating agreementor, if a written operating agreement does not so provide, upon the consent of all members; or

(2) in the case of an assignee of a limited liability company interest, as provided in section forty-one.

(c) A person may be admitted to a limited liability company as a member and may receive aninterest in the limited liability company without making a contribution or being obligated to make acontribution to the limited liability company.

§ 21. Operating Agreement; Creation of Classes or Groups of Members; Voting Rights.

(a) An operating agreement may provide for classes or groups of members having such relativerights, powers and duties as the operating agreement may provide, and may make provision for thefuture creation in the manner provided in the operating agreement of additional classes or groups ofmembers having such relative rights, powers and duties as may from time to time be established,including rights, powers and duties senior to existing classes and groups of members. An operatingagreement may provide for the taking of an action, including the amendment of the operatingagreement, without the vote or approval of any member or class or group of members, including an

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action to create under the provisions of the operating agreement a class or group of limited liabilitycompany interests that was not previously outstanding.

(b) An operating agreement may grant to all or certain identified members or a specified class orgroup of the members the right to vote separately or with all or any class or group of the membersor managers, on any matter. Voting by members may be on a per capita, number, financial interest,class group or any other basis.

(c) An operating agreement which grants members a right to vote may set forth provisionsrelating to notice of the time, place or purpose of any meeting at which any matter is to be voted onby any members, waiver of any such notice, action by consent without a meeting, the establishmentof a record date, quorum requirements, voting in person or by proxy, or any other matter withrespect to the exercise of any such right to vote.

(d) If an operating agreement does not provide for the voting rights of members, the decision ofmembers who own more than fifty percent of the unreturned contributions to the limited liabilitycompany determined in accordance with section twenty-nine shall be controlling.

§ 22. Obligations and Liabilities of Limited Liability Company; Personal Liability Based onStatus as Member or Manager.

Except as otherwise provided by this chapter, the debts, obligations and liabilities of a limitedliability company, whether arising in contract, tort or otherwise, shall be solely the debts,obligations and liabilities of the limited liability company; and no member or manager of a limitedliability company shall be personally liable, directly or indirectly, including, without limitation, byway of indemnification, contribution, assessment or otherwise, for any such debt, obligation orliability of the limited liability company solely by reason of being a member or acting as a managerof the limited liability company.

§ 23. Designation as Manager of Limited Liability Company.

A person may be named or designated as a manager of the limited liability company as defined inclause seven of section two.

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§ 24. Management of Limited Liability Company Vested in Members; Operating AgreementMay Provide for Managers.

(a) Unless otherwise provided in the operating agreement, the management of a limited liabilitycompany shall be vested in its members. An operating agreement may provide for the management,in whole or in part, of a limited liability company by one or more managers, who shall hold officeand have the duties set forth in the operating agreement. Subject to section thirty-seven, a managershall cease to be a manager as provided in the operating agreement.

(b) If a limited liability company has at least 1 manager, then unless otherwise provided in theoperating agreement, the manager shall manage and control the limited liability company and nomember shall manage or control the limited liability company. If a limited liability company has nomanager then, unless otherwise provided in the operating agreement, the members shall manage andcontrol the limited liability company.

(c) If a limited liability company has at least 1 manager then, unless otherwise provided in theoperating agreement, each manager may execute documents and act for the limited liabilitycompany and no member shall execute documents or act for the limited liability company. If alimited liability company has no manager then, unless otherwise provided in the operatingagreement, each member may execute documents and act for the limited liability company.

(d) Unless otherwise provided in the operating agreement, a member or manager of a limitedliability company may delegate some or all of such member's or manager's rights and powers toexecute documents and act for and manage and control the business and affairs of the limitedliability company, including delegating to agents and employees of a member or manager of thelimited liability company, and delegating by a management agreement or another agreement with,or otherwise to, other persons. Unless otherwise provided in the operating agreement, suchdelegation by a member or manager of a limited liability company shall not cause the member ormanager to cease to be a member or manager, as the case may be, of the limited liability company.

§ 25. Manager Need Not be Member of Limited Liability Company.

A manager need not be a member of the limited liability company.

§ 26. Powers and Duties of Managers Provided by the Operating Agreement; Classes andGroups of Managers; Voting Rights.

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(a) An operating agreement may provide for classes or groups of managers having such relativerights, powers and duties as the operating agreement may provide, and may make provision for thefuture creation in the manner provided in the operating agreement of additional classes or groups ofmanagers having such relative rights, powers and duties as may from time to time be established,including rights, powers and duties senior to existing classes and groups of managers. An operatingagreement may provide for the taking of an action, including the amendment of the operatingagreement, without the vote or approval of any manager or class or group of managers.

(b) The operating agreement may grant to all or certain identified managers or a specified classor group of the managers the right to vote, separately or with all or any class or group of managersor members, on any matter. Voting by managers may be on a per capita, number, financial interest,class, group or any other basis.

(c) An operating agreement which grants managers a right to vote may set forth provisionsrelating to notice of the time, place or purpose of any meeting at which any matter is to be voted onby any manager or class or group of managers, waiver of any such notice, action by consent withouta meeting, the establishment of a record date, quorum requirements, voting in person or by proxy,or any other matter with respect to the exercise of any such right to vote.

(d) If an operating agreement does not provide for the voting rights of managers, the decision ofa majority in number of the managers shall be controlling.

§ 27. Form of Contribution to Limited Liability Company.

The contribution of a member to a limited liability company may be in cash, property or servicesrendered, or a promissory note or other obligation to contribute cash or property or to performservices.

§ 28. Obligation to Contribute Promised Property or Services; Cash in Lieu of Property orService; Specific Performance; Compromise.

(a) Except as provided in a written operating agreement, a member is obligated to a limitedliability company to perform any promise to contribute cash or property or to perform services,even if he is unable to perform because of death, disability or any other reason. If a member doesnot make the required contribution of property or services, he is obligated at the option of thelimited liability company to contribute cash equal to that portion of the agreed value as stated in therecords of the limited liability company of the contribution that has not been made. The foregoingoption shall be in addition to, and not in lieu of, any other rights, including the right to specific

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performance, that the limited liability company may have against such member under an operatingagreement or applicable law.

(b) Unless otherwise provided in a written operating agreement, the obligation of a member tomake a contribution or return money or other property paid or distributed in violation of this chaptermay be compromised only by consent of all the members. Notwithstanding the compromise, acreditor of a limited liability company who extends credit, after the entering into of the operatingagreement or an amendment thereto which, in either case, reflects the obligation, and before theamendment thereof to reflect the compromise, may enforce the original obligation to the extent that,in extending credit, the creditor reasonably relied on the obligation of a member to make acontribution or return. A conditional obligation of a member to make a contribution or return moneyor other property to a limited liability company may not be enforced unless the conditions of theobligation have been satisfied or waived as to or by such member. Conditional obligations includecontributions payable upon a discretionary call of a limited liability company prior to the time thecall occurs.

(c) An operating agreement may provide that the interest of a member who fails to make anycontribution or other payment that the member is required to make shall be subject to specifiedremedies for, or specified consequences of, the failure. The remedy or consequence may take theform of reducing the defaulting member's interest in the limited liability company, subordinating thedefaulting member's interest in the limited liability company to that of the nondefaulting members, aforced sale of the interest in the limited liability company, forfeiture of the interest in the limitedliability company, the lending by the nondefaulting members of the amount necessary to meet thecommitment, a fixing of the value of the member's interest in the limited liability company byappraisal or by formula and redemption and sale of the member's interest in the limited liabilitycompany at that value, or other remedy or consequences.

§ 29. Allocation of Profits and Losses Among Members.

(a) The profits and losses of a limited liability company shall be allocated among the members,and among classes or groups of members, in the manner provided in the operating agreement. If anoperating agreement does not so provide, profits and losses shall be allocated on the basis of theagreed value as stated in the records of the limited liability company of the contributions of eachmember to the extent they have been received by the limited liability company and have not beenreturned.

(b) For purposes of this chapter, a member receives a return of his contribution to the extent thata distribution to him reduces his share of the fair value of the net assets of the limited liabilitycompany below the value, as set forth in the records required to be kept under this chapter, of hiscontribution which has not been distributed to him.

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§ 30. Distributions of Cash and Other Assets Among Members.

Distributions of cash or other assets of a limited liability company shall be allocated among themembers, and among classes or groups of members, in the manner provided in the operatingagreement. If the operating agreement does not so provide, distributions shall be made on the basisof the agreed value as stated in the records of the limited liability company of the contributions ofeach member to the extent they have been received by the limited liability company and have notbeen returned.

§ 31. When Member Entitled to Receive Distributions.

Except as provided in sections thirty-two and forty-six, a member is entitled to receivedistributions from a limited liability company only to the extent and at the times or upon thehappening of the events specified in the operating agreement or, if the operating agreement does notso specify, as determined by the members or managers pursuant to section twenty-one or sectiontwenty-six.

§ 32. Distribution to Member Upon Resignation.

Upon resignation, a resigning member is entitled to receive any distribution to which he isentitled upon resignation under a written operating agreement. If not otherwise provided in a writtenoperating agreement, a resigning member is entitled to receive, within a reasonable time afterresignation, the fair value of his limited liability company interest as of the date of resignation basedupon his right to share in distributions from the limited liability company.

§ 33. Distribution Limited to Cash; Exceptions Provided in Operating Agreement.

Except as provided in a written operating agreement, a member, regardless of the nature of hiscontribution, has no right to demand and receive any distribution from a limited liability companyin any form other than cash. Except as provided in a written operating agreement, a member maynot be compelled to accept a distribution of any asset in kind from a limited liability company to theextent that the percentage of the asset distributed to him exceeds a percentage of the asset which isequal to the percentage in which he shares in distributions from the limited liability company.

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§ 34. Remedies of Creditor Available with Respect to Distribution; Record Date.

Except as provided in the operating agreement, and subject to section forty-six, at the time amember becomes entitled to receive a distribution, he has the status of, and is entitled to allremedies available to, a creditor of the limited liability company with respect to the distribution. Anoperating agreement may provide for the establishment of a record date with respect to allocationsand distributions by a limited liability company.

§ 35. Member May Be Personally Liable for Unlawful Distribution; Contribution; LimitationPeriod for Bringing Action.

(a) A member or manager who votes for or assents to a distribution in violation of the operatingagreement shall be personally liable to the limited liability company for the amount of thedistribution that exceeds what could have been distributed without violating the operatingagreement.

(b) Each member or manager held liable under subsection (a) for an unlawful distribution isentitled to contribution:

(1) from each other member or manager who could be held liable under said subsection (a) forthe unlawful distribution; and

(2) from each member for the amount the member received knowing that the distribution wasmade in violation of the operating agreement.

(c) A proceeding under this section is barred unless it is commenced within two years after thedate of the distribution.

§ 36. Resignation of Member; Damages for Breach of Operating Agreement.

A member may resign as a member of a limited liability company at the time or upon thehappening of events specified in the operating agreement and in accordance with the operatingagreement. An operating agreement may provide that a member shall not have the right to resign asa member of a limited liability company. Regardless of whether an operating agreement providesthat a member does not have the right to resign as a member of a limited liability company, amember may resign as a member of a limited liability company upon not less than six months' prior

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written notice to the limited liability company at its office in the commonwealth as set forth in thecertificate of organization filed in the office of the state secretary and to each other member andeach manager at each other member's and each manager's address as set forth on the records of thelimited liability company as of the date of the notice. If the resignation of a member violates theoperating agreement, in addition to any remedies otherwise available under applicable law, a limitedliability company may recover from the resigning member damages for breach of the operatingagreement and offset the damages against any amounts otherwise distributable to the resigningmember.

§ 37. Resignation of Manager; Damages for Breach of Operating Agreement.

A manager may resign as a manager of a limited liability company at the time or upon thehappening of events specified in the operating agreement and in accordance with the operatingagreement. An operating agreement may provide that a manager shall not have the right to resign asa manager of a limited liability company. Regardless of whether the operating agreement providesthat a manager does not have the right to resign as a manager of a limited liability company, amanager may resign as a manager of a limited liability company at any time upon prior writtennotice to each member and each other manager at each member's and each other manager's addressas set forth on the records of the limited liability company as of the date of the notice. If theresignation of a manager violates the operating agreement, in addition to any remedies otherwiseavailable under applicable law, a limited liability company may recover from the resigning managerdamages for breach of the operating agreement and offset the damages against any amountsotherwise distributable to the resigning manager.

§ 38. Limited Liability Company Interest is Personal Property.

A limited liability company interest is personal property. A member has no interest in specificlimited liability company property.

§ 39. Assignability of Limited Liability Company Interest.

(a) A limited liability company interest is assignable in whole or in part except as provided in theoperating agreement. The assignee of a member's limited liability company interest shall have no

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right to participate in the management of the business and affairs of a limited liability companyexcept:

(1) upon the approval of all of the members of the limited liability company other than themember assigning the limited liability company interest; or

(2) upon compliance with any procedure provided for in a written operating agreement.

(b) Unless otherwise provided in the operating agreement:

(1) an assignment entitles the assignee to share in such profits and losses, to receive suchdistribution or distributions, and to receive such allocation of income, gain, loss, deduction, or creditor similar items to which the assignor was entitled, to the extent assigned; and

(2) a member ceases to be a member and to have the power to exercise any rights or powers of amember upon assignment of all of his limited liability company interest. Unless otherwise providedin the operating agreement, the pledge of, or granting of a security interest, lien or otherencumbrance in or against, any or all of the limited liability company interest of a member shall notcause the member to cease to be a member or to have the power to exercise any rights or powers ofa member.

(c) An operating agreement may provide that a member's interest in a limited liability companymay be evidenced by a certificate of limited liability company interest issued by the limited liabilitycompany.

(d) Unless otherwise provided in the operating agreement and except to the extent assumed byagreement, until an assignee of a limited liability company interest becomes a member, the assigneeshall have no liability as a member solely as the result of the assignment.

§ 40. Judgment Creditor of Member May Acquire Rights of Assignee in Limited LiabilityCompany Interest; Applicability of Exemption Laws.

On application to a court of competent jurisdiction by any judgment creditor of a member, thecourt may charge the limited liability company interest of the member with payment of theunsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditorhas only the rights of an assignee of the limited liability company interest. This chapter does notdeprive any member of the benefit of any exemption laws applicable to his limited liabilitycompany interest.

§ 41. Assignee May Become a Member; Procedure; Rights and Liabilities as Member;Continued Liability of Assignor.

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(a) An assignee of a limited liability company interest may become a member:

(1) upon the approval of all of the members of the limited liability company other than themember assigning the limited liability company interest; or

(2) upon compliance with any procedure provided for in a written operating agreement.

(b) An assignee who has become a member has, to the extent assigned, the rights and powers,and is subject to the restrictions and liabilities, of a member under the operating agreement and thischapter. Notwithstanding the foregoing, unless otherwise provided in the operating agreement, anassignee who becomes a member is liable for the obligations of his assignor to make contributionsas provided in section twenty-eight, but shall not be liable for the obligations of his assignor undersection thirty-five. However, the assignee is not obligated for liabilities, including the obligations ofhis assignor to make contributions as provided in section twenty-eight, unknown to the assignee atthe time he became a member and which could not be ascertained from the operating agreement.

(c) Whether or not an assignee of a limited liability company interest becomes a member, theassignor is not released from his liability to a limited liability company under sections thirty-one tothirty-seven, inclusive.

§ 42. Effect of Death or Incompetency of Individual Member, or Dissolution or Terminationof Corporate, Trust or Other Entity Member.

Unless otherwise provided in the operating agreement, if a member who is an individual dies or acourt of competent jurisdiction adjudges him to be incompetent to manage his person or hisproperty, the member's executor, administrator, guardian, conservator or other legal representativemay exercise all of the member's rights for the purpose of settling his estate or administering hisproperty, including any power under the operating agreement of an assignee to become a member.Unless otherwise provided in an operating agreement, if a member is a corporation, trust or otherentity and is dissolved or terminated, the powers of that member may be exercised by its legalrepresentative or successor.

§ 43. Conditions for Dissolution of Limited Liability Company.

A limited liability company is dissolved and its affairs shall be wound up upon the first to occurof the following:

(1) the time specified in the operating agreement;

(2) the happening of an event as specified in the operating agreement;

(3) the written consent of all members;

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(4) with respect to a limited liability company formed prior to January 1, 1997, except asprovided in a written operating agreement, the death, insanity, retirement, resignation, expulsion,bankruptcy or dissolution of a member or the occurrence of any other event which terminates themembership of a member in the limited liability company unless the business of the limited liabilitycompany is continued either by the consent of all the remaining members within ninety daysfollowing the occurrence of any such event or pursuant to a right to continue stated in a writtenoperating agreement; or

(5) the entry of a decree of judicial dissolution under section forty-four.

§ 44. Superior Court May Decree Dissolution.

On application by or for a member or manager the superior court department of the trial courtmay decree dissolution of a limited liability company whenever it is not reasonably practicable tocarry on its business in conformity with the certificate of organization or the operating agreement.

§ 45. Winding Up Limited Liability Company's Affairs.

(a) Unless otherwise provided in an operating agreement, a manager who has not wrongfullydissolved a limited liability company or, if none, the members or a person approved by the memberspursuant to the operating agreement, or if there is no operating agreement, pursuant to sectiontwenty-one, may wind up the limited liability company's affairs; but the superior court departmentof the trial court, upon cause shown, may wind up the limited liability company's affairs uponapplication of any member or manager, his legal representative or assignee, and in connectiontherewith, may appoint a liquidating trustee.

(b) Upon dissolution of a limited liability company and until the filing of a certificate ofcancellation as provided in section fourteen, the persons winding up the limited liability company'saffairs may, in the name of, and for and on behalf of, the limited liability company, prosecute anddefend suits, whether civil, criminal or administrative, gradually settle and close the limited liabilitycompany's business, dispose of and convey the limited liability company's property, discharge ormake reasonable provision for the limited liability company's liabilities, and distribute to themembers any remaining assets of the limited liability company, all without affecting the liability ofmembers and managers and without imposing liability on a liquidating trustee.

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§ 46. Distribution of Assets of Dissolved Limited Liability Company.

(a) Upon the winding up of a limited liability company, the assets shall be distributed as follows:

(1) to creditors, including members and managers who are creditors, to the extent otherwisepermitted by law, in satisfaction of liabilities of the limited liability company, whether by paymentor the making of reasonable provision for payment thereof, other than liabilities for whichreasonable provision for payment has been made and liabilities for distributions to members undersection thirty-one or section thirty-two;

(2) unless otherwise provided in the operating agreement, to members and former members insatisfaction of liabilities for distributions under section thirty-one or section thirty-two; and

(3) unless otherwise provided in the operating agreement, to members first for the return of theircontributions and second respecting their limited liability company interests, in the proportions inwhich the members share in distributions.

(b) A limited liability company which has dissolved shall pay or make reasonable provision topay all claims and obligations, including all contingent, conditional or unmatured claims andobligations, known to the limited liability company and all claims and obligations which are knownto the limited liability company but for which the identity of the claimant is unknown. If there aresufficient assets, such claims and obligations shall be paid in full and any such provision forpayment made shall be made in full. If there are insufficient assets, such claims and obligationsshall be paid or provided for according to their priority and, among claims and obligations of equalpriority, ratably to the extent of assets available therefor. Unless otherwise provided in an operatingagreement, any remaining assets shall be distributed as provided in this chapter. Any liquidatingtrustee winding up a limited liability company's affairs who has complied with this section shall notbe personally liable to the claimants of the dissolved limited liability company by reason of suchperson's actions in winding up the limited liability company.

§ 47. Foreign Limited Liability Company; Activities; Liabilities and Defenses.

A foreign limited liability company shall not do any business in the commonwealth which isprohibited to a limited liability company organized under this chapter. A member, manager or otheragent of a foreign limited liability company shall be subject to such liabilities, and shall have suchdefenses, with respect to such limited liability company, as officers, directors and the other agentsof a foreign corporation have under sections ten, eleven, twelve, thirteen and fourteen of chapterone hundred and eighty-one relative to such foreign corporation. Subject to the constitution of thecommonwealth, a foreign limited liability company's organization and internal affairs and theliability of its members and managers shall be governed by the laws of the jurisdiction under whichit is organized. A foreign limited liability company may not be denied registration by reason of anydifference between such laws and the laws of the commonwealth.

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§ 48. Foreign Limited Liability Company; Doing Business Within Commonwealth Defined;Registration Requirement; Filing Fee.

A foreign limited liability company shall be considered to be doing business in thecommonwealth for the purposes of this section if it would be considered to be doing business in thecommonwealth for the purposes of chapter one hundred and eighty-one if it were a foreigncorporation. Every foreign limited liability company doing business in the commonwealth shallsubmit to the state secretary, within ten days after it commences doing business in thecommonwealth, an application for registration as a foreign limited liability company, which shall besigned and sworn to by an authorized person. The application shall be in such form as the statesecretary shall require and shall be accompanied by a certificate of legal existence or comparablecertificate of the foreign limited liability company, issued by an officer or agency properlyauthorized in the jurisdiction in which the foreign limited liability company is organized, or suchother evidence of legal existence as the state secretary shall approve. If the certificate or suchevidence is in a foreign language, a translation thereof, under oath of the translator, shall be attachedthereto.

The application for registration shall set forth the following information:

(1) the name of the foreign limited liability company and, if different, the name under which itproposes to do business in the commonwealth;

(2) the jurisdiction where such limited liability company was organized and the date of itsorganization;

(3) the general character of the business the foreign limited liability company proposes to do inthe commonwealth;

(4) the address of the principal office of the foreign limited liability company;

(5) if the foreign limited liability company has managers, the name and address of eachmanager;

(6) the address of the principal office of the foreign limited liability company in thecommonwealth, if any;

(7) the name and address of the resident agent of the foreign limited liability company;

(8) if the foreign limited liability company has a specific date of dissolution, the latest date onwhich the foreign limited liability company is to dissolve; and

(9) if desired, the name of one or more persons authorized to execute, acknowledge, deliver andrecord any recordable instrument purporting to affect an interest in real property, whether to berecorded with a registry of deeds or a district office of the land court.

If the foreign limited liability company's certificate of organization from its jurisdiction oforganization sets forth any part of the information required to be set forth in the application forregistration in the commonwealth, the foreign limited liability company may submit a certified copy

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of such certificate, with a sworn translation, if necessary, in lieu of such part of the application forregistration.

Each foreign limited liability company formed under this chapter shall also file with the statesecretary an annual report setting forth, in updated form, the information contained in theapplication for registration.

The fee for the filing of the application of registration and each annual report shall be fivehundred dollars payable to the state secretary and due at the time of filing.

§ 49. Examination and Approval of Application for Registration by Foreign Limited LiabilityCompany.

The state secretary shall examine and endorse his approval on the application for registration ifthe business of the foreign limited liability company is not prohibited by law to a limited liabilitycompany formed under this chapter and if the state secretary determines that the applicationcomplies with section forty-eight. Upon such approval, the application shall be deemed to be filedwith the state secretary and the foreign limited liability company shall be deemed to be registered todo business in the commonwealth. The state secretary shall keep such records and have such otherduties with respect to foreign limited liability companies as are provided in section six of chapterone hundred and eighty-one relative to foreign corporations.

§ 50. Foreign Limited Liability Company May Use Any Name Authorized Under LimitedLiability Company Act.

A foreign limited liability company may register with the state secretary and do business in thecommonwealth under any name, whether or not it is the name under which it is registered in itsjurisdiction of organization, that could be assumed by a limited liability company organized underthis chapter.

§ 51. Foreign Limited Liability Company Must Appoint Resident Agent.

Each foreign limited liability company doing business in the commonwealth shall appoint aresident agent as its true and lawful attorney upon whom all lawful processes in any action orproceeding against such foreign limited liability company in the commonwealth may be served.

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Such resident agent shall be either an individual who is a resident of and has a business address inthe commonwealth, a domestic corporation, or a corporation organized under the laws of any otherstate, which has complied with the provisions of section four A of chapter one hundred and eighty-one and which has an office in the commonwealth. Such appointment shall become effective uponthe filing in the office of the state secretary of a certificate, signed under the penalties of perjury byan authorized person, setting forth the name and business address of the resident agent. Such foreignlimited liability company may revoke any such appointment or appoint a new resident agent, whichrevocation shall become effective upon filing with the state secretary of a certificate setting forth thefact of such revocation or the appointment of a new resident agent and, in the case of theappointment of a new resident agent, the name and business address of such agent. In the event ofany change in the business address of the resident agent of any foreign limited liability company, acertificate setting forth the new business address of such resident agent, signed under the penaltiesof perjury by such resident agent, shall be filed with the state secretary within five days of suchchange. Any resident agent of a foreign limited liability company may resign as such agent by filingwith the state secretary a certificate signed under the penalties of perjury by such agent setting forththe fact of his resignation and the effective date thereof, which shall be not less than thirty days afterthe date of the filing of such certificate, and stating that a copy of such certificate has been mailed,postage prepaid, to the foreign limited liability company at the address of the principal office of theforeign limited liability company in the commonwealth currently on file with the state secretary or,if that office is also the office of the resident agent, at the address most recently furnished to suchagent by the foreign limited liability company as the address to which copies of all process servedupon him as such agent are to be forwarded. Compliance with this section shall be deemedcompliance with the provisions of section five of chapter two hundred and twenty-seven.

§ 52. False Statement or Change in Facts; Filing of Amendment or Correction.

If any statement in the application for registration of a foreign limited liability company was falsewhen made or any arrangements or other facts described have changed, making the applicationinaccurate in any respect, the foreign limited liability company shall promptly file in the office ofthe state secretary a certificate, signed and sworn to by an authorized person, correcting oramending such statement.

§ 53. Registration of Foreign Limited Liability Company; Cancellation or Withdrawal.

(a) The registration of a foreign limited liability company doing business in the commonwealthshall be canceled in the manner and at such times as are provided in section fourteen, except that thecertificate of cancellation required under section fourteen shall, in addition to the informationrequired thereunder, set forth either that all taxes and fees owed the commonwealth have been paid

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or provided for or that such foreign limited liability company has no assets. A foreign limitedliability company doing business in this commonwealth may withdraw from the commonwealth bysubmitting to the state secretary a certificate of withdrawal, in such form as said state secretary shallrequire, signed and sworn to by an authorized person, stating:

(1) the name of such foreign limited liability company and, if different, the name under which itis registered and doing business in the commonwealth;

(2) the address of the principal office of such foreign limited liability company;

(3) the address of the principal office in the commonwealth of such foreign limited liabilitycompany, if any, and the name and business address of its resident agent in the commonwealth;

(4) that such foreign limited liability company is not doing business in the commonwealth; and

(5) that all taxes and fees owed the commonwealth have been paid or provided for.

The state secretary shall examine and endorse his approval on the certificate of withdrawal if hedetermines that the certificate complies with this section. Upon such approval, the certificate ofwithdrawal shall be deemed to be filed with the state secretary.

§ 54. Failure to Register Foreign Limited Liability Company; Fine; Service of Process.

(a) A foreign limited liability company doing business in the commonwealth which fails toregister with the state secretary shall, for each year that such failure shall continue, be fined notmore than five hundred dollars. No such failure shall affect the validity of any contract involvingthe foreign limited liability company, nor is a member or a manager of a foreign limited liabilitycompany liable for the obligations of the foreign limited liability company solely by reason of suchfailure, but no action shall be maintained or recovery had by the foreign limited liability company inany of the courts of the commonwealth as long as such failure continues. The failure of a foreignlimited liability company to register with the state secretary shall not prevent the foreign limitedliability company from defending any action, suit or proceeding in any of the courts of thecommonwealth.

(b) A foreign limited liability company shall be liable to be sued and to have its propertyattached in the same manner and to the same extent as persons who are residents of otherjurisdictions. Every foreign limited liability company doing business in the commonwealth withouthaving registered as prescribed in this chapter, and every foreign limited liability company havingregistered as prescribed in this chapter but whose resident agent cannot after a diligent search by anofficer authorized to serve legal process be found at the business address of such resident agentstated in its most recent certificate filed with the state secretary pursuant to this chapter, and everyforeign limited liability company whose resident agent refuses to act as such, shall be deemed tohave appointed the state secretary to be its true and lawful attorney upon whom all process in anyaction or proceeding may be served so long as any liability incurred in the commonwealth while itwas doing business shall remain outstanding.

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Service of process in all actions and proceedings in the commonwealth against such a foreignlimited liability company may be made upon the state secretary. Service of process in all actionsand proceedings in the commonwealth against a foreign limited liability company formerly doingbusiness in the commonwealth that has not complied with the provisions of section forty-eight oragainst a foreign limited liability company formerly doing business in the commonwealth that haswithdrawn from the commonwealth pursuant to this chapter, may be made upon the state secretaryif the action or proceeding involves a liability alleged to have been incurred by the foreign limitedliability company while it was doing business in the commonwealth.

When lawful process in any action or proceeding against any foreign limited liability companywhich pursuant to this section may be made upon the state secretary is served upon the statesecretary, he shall immediately forward the process by mail, postage prepaid, directed to suchforeign limited liability company at its last known principal office or, in the case of a foreignlimited liability company established in a foreign country, to the resident manager, if any, in theUnited States. The state secretary shall keep a record of all such process, which shall show the dateof service.

In the case of service of process on a foreign limited liability company that has not compliedwith the provisions of section forty-eight, the notice herein provided for shall be mailed by the statesecretary to the proper address of the foreign limited liability company furnished to him by theplaintiff or his attorney.

Service of process upon a foreign limited liability company for violation of any criminal law ofthe commonwealth may be made in the manner hereinabove provided.

§ 55. Suit Against Limited Liability Company; Name.

Suit may be brought by or against a limited liability company in its own name.

§ 56. Who May Bring Suit on Behalf of the Limited Liability Company.

Except as otherwise provided in a written operating agreement, suit on behalf of the limitedliability company may be brought in the name of the limited liability company by:

(a) any member or members of a limited liability company, whether or not the operatingagreement vests management of the limited liability company in one or more managers, who areauthorized to sue by the vote of members who own more than fifty percent of the unreturnedcontributions to the limited liability company determined in accordance with section twenty-nine;provided, however, that in determining the vote so required, the vote of any member who has an

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interest in the outcome of the suit that is adverse to the interest of the limited liability company shallbe excluded; or

(b) any manager or managers of a limited liability company, if the operating agreement vestsmanagement of the limited liability company in one or more managers, who are authorized to sueby the vote of a majority in number of the managers; provided, however, that, in determining thevote so required, the vote of any manager who has an interest in the outcome of the suit that isadverse to the interest of the limited liability company shall be excluded.

§ 57. Payment of Expenses On Termination of Derivative Suit.

On termination of the derivative suit, the court may:

(a) order the limited liability company to pay the plaintiff's reasonable expenses, includingcounsel fees, incurred in the proceeding if it finds that the suit has resulted in a substantial benefit tothe limited liability company; or

(b) order the plaintiff to pay any defendant's reasonable expenses, including counsel fees,incurred in defending the suit if it finds that the suit was commenced or maintained withoutreasonable cause or for an improper purpose.

§ 58. Lack of Authority for Bringing Suit as Defense or Basis for Subsequent Suit.

The lack of authority of a member or manager to sue on behalf of the limited liability companymay not be asserted as a defense to an action by the limited liability company or by the limitedliability company as a basis for bringing a subsequent suit on the same cause of action.

§ 59. Consolidation or Merger of Domestic Limited Liability Company; Other BusinessEntity Defined.

(a) [Until July 1, 2004, subsection (a) reads as follows:]As used in sections fifty-nine to sixty-three, inclusive, the phrase "other business entity" shall mean a corporation to which paragraph (a)of section three of chapter one hundred and fifty-six B applies, a professional corporation and aforeign professional corporation, as defined in section two of chapter one hundred and fifty-six A, aforeign corporation, as defined in section one of chapter one hundred and eighty-one, an association

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or a trust, as defined in section one of chapter one hundred and eighty-two, a partnership whethergeneral or limited and whether domestic or foreign, as defined, respectively, in section six ofchapter one hundred and eight A and section one of chapter one hundred and nine, and a foreignlimited liability company as defined in this chapter.

(a) [From and after July 1, 2004, subsection (a) reads as follows:]As used in sections 59 to 63,inclusive, the phrase "other business entity" shall mean a corporation to which paragraph (a) ofsection 17.01 of chapter 156D applies, a professional corporation and a foreign professionalcorporation, as defined in section 2 of chapter 156A, a foreign corporation, as defined in section 1of chapter 181, an association or a trust, as defined in section 1 of chapter 182, and as having filed acopy of its instrument or declaration with the state secretary in compliance with, chapter 182, apartnership whether general or limited and whether domestic or foreign, as defined, respectively, insection 6 of chapter 108A and section 1 of chapter 109, and a foreign limited liability company asdefined in this chapter.

(b) Pursuant to an agreement of consolidation or merger, a domestic limited liability companymay consolidate or merge with or into one or more domestic limited liability companies or otherbusiness entities formed or organized under the law of the commonwealth or any other state of theUnited States or any foreign country or other foreign jurisdiction, with such domestic limitedliability company or other business entity as the agreement shall provide being the resulting orsurviving domestic limited liability company or other business entity.

(c) In connection with a consolidation or merger under this chapter, rights or securities of, orinterests in, a domestic limited liability company or other business entity which is a constituentparty to the consolidation or merger may be exchanged for or converted into cash, property, rightsor securities of, or interests in, the resulting or surviving domestic limited liability company or otherbusiness entity or, in addition to or in lieu thereof, may be exchanged for or converted into cash,property, rights or securities of, or interests in, a domestic limited liability company or otherbusiness entity which is not the resulting or surviving limited liability company or other businessentity in the consolidation or merger.

§ 60. Approval of Consolidation or Merger by Members of Domestic Limited LiabilityCompany Required; Exception.

(a) Unless otherwise provided in a written operating agreement, a consolidation or merger shall beapproved by each domestic limited liability company which is to consolidate or merge by themembers or, if there is more than one class or group of members, then by each class or group ofmembers, in either case, by members who own more than fifty percent of the unreturnedcontributions to the domestic limited liability company, determined in accordance with sectiontwenty-nine, owned by all of the members or by the members in each class or group, as appropriate.

(b) The exclusive remedy of a member of a domestic limited liability company, which has votedto consolidate or to merge with another entity under the provisions of sections fifty-nine to sixty-three, inclusive, who objects to such consolidation or merger, shall be the right to resign as a

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member and to receive any distribution with respect to his limited liability company interest, asprovided in sections thirty-one to thirty-seven, inclusive. Such members and the resulting orsurviving entity shall have the rights and duties, and shall follow the procedure set forth in saidsections.

(c) Notwithstanding prior approval, an agreement of consolidation or merger may be terminatedor amended pursuant to a provision for such termination or amendment contained in the agreementof consolidation or merger.

§ 61. Limited Liability Company Resulting from Consolidation or Merger; FilingRequirements.

(a) If a domestic limited liability company is consolidating or merging under this chapter, thedomestic limited liability company or other business entity resulting from or surviving in theconsolidation or merger shall file in the manner described in section seventeen a certificate ofconsolidation or merger in the office of the state secretary. The certificate of consolidation ormerger shall be executed in the manner described in section fifteen and shall state:

(1) the name and jurisdiction of formation or organization of each of the domestic limitedliability companies or other business entities which is to consolidate or merge;

(2) that an agreement of consolidation or merger has been approved and executed by each of thedomestic limited liability companies or other business entities which is to consolidate or merge;

(3) the name of the resulting or surviving domestic limited liability company or other businessentity;

(4) the future effective date or time, which shall be a date or time certain, of the consolidation ormerger if it is not to be effective upon the filing of the certificate of consolidation or merger;

(5) that the agreement of consolidation or merger is on file at a place of business of the resultingor surviving domestic limited liability company or other business entity, and shall state the addressthereof;

(6) that a copy of the agreement of consolidation or merger will be furnished by the resulting orsurviving domestic limited liability company or other business entity, on request and without cost,to any member of any domestic limited liability company or any person holding an interest in anyother business entity which is to consolidate or merge; and

(7) if the resulting or surviving entity is not an entity organized under the laws of thecommonwealth, a statement that such resulting or surviving entity agrees that, if such entity doesnot continuously maintain an agent for service of process in the commonwealth, to appointirrevocably the state secretary to be its true and lawful attorney upon whom all lawful process inany action or proceeding in the commonwealth may be served in the manner set forth in sectionfifteen of chapter one hundred and eighty-one, relative to foreign corporations; provided, however,

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that if service of process is made upon the state secretary, he shall follow the procedures set forth insection fifteen of chapter one hundred and eighty-one with respect thereto.

(b) Unless a future effective date or time is provided in a certificate of consolidation or merger,in which event a consolidation or merger shall be effective at any such future effective date or time,a consolidation or merger shall be effective upon the filing in the office of the state secretary of acertificate of consolidation or merger.

(c) A certificate of consolidation or merger shall act (1) as a certificate of cancellation for adomestic limited liability company which is not the resulting or surviving entity in the consolidationor merger and (2) as a final annual report for an association or trust, as defined in section one ofchapter one hundred and eighty-two.

(d) An agreement of consolidation or merger approved in accordance with section sixty may (1)effect any amendment to the operating agreement or (2) effect the adoption of a new operatingagreement, for a domestic limited liability company if it is the resulting or surviving entity in theconsolidation or merger. Any amendment to an operating agreement or adoption of a new operatingagreement made pursuant to the foregoing sentence shall be effective at the effective time or date ofthe consolidation or merger. The provisions of this subsection shall not be construed to limit theaccomplishment of a merger or of any of the matters referred to herein by any other means providedfor in the operating agreement, or other agreement, or as otherwise permitted by law; the operatingagreement of any constituent limited liability company to the consolidation or merger including alimited liability company formed for the purpose of consummating a consolidation or merger maybe the operating agreement of the resulting or surviving limited liability company.

§ 62. Effect of Consolidation or Merger of Domestic Limited Liability Company; Rights andLiabilities Vested in Resulting or Surviving Entity.

When any consolidation or merger becomes effective as hereinbefore provided, for all purposesof the laws of the commonwealth, all of the rights, privileges and powers of each of the domesticlimited liability companies and other business entities that have consolidated or merged, and allproperty, real, personal and mixed, and all debts due to any of said domestic limited liabilitycompanies and other business entities, as well as all other things and causes of action belonging toeach of such domestic limited liability companies and other business entities, shall be vested in theresulting or surviving domestic limited liability company or other business entity, and shallthereafter be the property of the resulting or surviving domestic limited liability company or otherbusiness entity as they were of each of the domestic limited liability companies and other businessentities that have consolidated or merged, and the title to any real property vested by deed orotherwise, under the laws of the commonwealth, in any of such domestic limited liability companiesand other business entities, shall not revert or be in any way impaired by reason of this chapter; butall rights of creditors and all liens upon any property of any of said domestic limited liabilitycompanies and other business entities shall be preserved unimpaired, and all debts, liabilities andduties of each of the said domestic limited liability companies and other business entities that haveconsolidated or merged shall thenceforth attach to the resulting or surviving domestic limited

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liability company or other business entity, and may be enforced against it to the same extent as ifsaid debts, liabilities and duties had been incurred or contracted by it. Unless otherwise agreed, aconsolidation or merger of a domestic limited liability company, including a domestic limitedliability company which is not the resulting or surviving entity in the consolidation or merger, shallnot require such domestic limited liability company to wind up its affairs under section forty-five orpay its liabilities and distribute its assets under section forty-six.

§ 63. Definition of "Person" as Including Limited Liability Company; Member or Manager'sGood Faith Reliance on Operating Agreement.

(a) Unless the provisions of this chapter or the context indicate otherwise, each reference in theGeneral Laws to a "person", where such reference includes any partnership, whether general orlimited and whether domestic or foreign, shall be deemed to include a limited liability company.

(b) To the extent that, at law or in equity, a member or manager has duties, including fiduciaryduties, and liabilities relating thereto to a limited liability company or to another member ormanager, (1) any such member or manager acting under the operating agreement shall not be liableto the limited liability company or to any such other member or manager for the member's ormanager's good faith reliance on the provision of the operating agreement, and (2) the member's ormanager's duties and liabilities may be expanded or restricted by provisions in the operatingagreement.

§ 64. Implementation of Court Ordered Plan of Reorganization.

(a) Any limited liability company, a plan of reorganization of which, pursuant to the provisions ofany applicable statute of the United States relating to reorganizations of corporations or limitedliability companies, has been or shall be confirmed by the decree or order of a court of competentjurisdiction, may put into effect and carry out the plan and the decrees and orders of the courtrelative thereto and may take any proceeding and do any act provided in the plan or directed bysuch decrees and orders, without further action by its members or managers. Such power andauthority may be exercised, and such proceedings and acts may be taken, as may be directed bysuch decrees or orders, by the trustee or trustees of such limited liability company appointed by thecourt in the reorganization proceedings or a majority thereof or if none be appointed and acting, bydesignated members or managers of the limited liability company, or by a master or otherrepresentative appointed by the court, with like effect as if exercised and taken by unanimous actionof the members and managers of the limited liability company.

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(b) The provisions of this section shall cease to apply to such limited liability company upon theentry of a final decree in the reorganization proceedings closing the case and discharging the trusteeor trustees, if any.

§ 65. Liability Insurance Requirement for Limited Liability Company; Regulations.

(a) The regulating boards, as defined in subsection (c) of section two of chapter one hundred andfifty-six A, shall adopt regulations requiring the designated amount of required liability insurance tobe maintained by limited liability companies and members subject to their jurisdiction pursuant tosubsection (c) of section six. The term designated amount shall be the amount deemed appropriateby the regulating board to cover negligence, wrongful acts, errors and omissions and that insures thecompany and its members.

§ 66. Recordable Instrument Regarding Real Property Executed by Person Authorized inCertificate of Organization or Application for Registration, in Name of Limited LiabilityCompany, Binding.

Any recordable instrument purporting to affect an interest in real property, including withoutlimitation, any deed, lease, notice of lease, mortgage, discharge or release of mortgage, assignmentof mortgage, easement and certificate of fact, executed in the name of a limited liability companyby any person who is identified on the certificate of organization, as amended, of a domestic limitedliability company, or on the application for registration, as amended, of a foreign limited liabilitycompany, as a manager or as a person authorized to execute, acknowledge, deliver and recordrecordable instruments affecting interests in real property, shall be binding on the limited liabilitycompany in favor of a seller, purchaser, grantor, grantee, lessor, lessee, mortgagor, mortgagee, andany other person relying in good faith on such instrument, notwithstanding any inconsistentprovisions of the operating agreement, side agreements among the members or managers, by-lawsor rules, resolutions or votes of the limited liability company.

§ 67. Certification as to Incumbency of Manager or Member, or Authority of Person to Actfor Limited Liability Company.

Any person who is identified on the certificate of organization, as amended, of a domestic limitedliability company, or on the application for registration, as amended, of a foreign limited liability

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company, as a manager or as a person who is authorized to execute any documents to be filed withthe office of the state secretary, may certify as to the incumbency of any manager or member and asto the authority of any person, whether or not such person is identified on the certificate oforganization or on the application for registration, to act for the limited liability company, includingwithout limitation with respect to the matters referred to in section sixty-six, and any suchcertification shall be binding on the limited liability company in favor of a person relying in goodfaith on such certification, notwithstanding any inconsistent provisions of the operating agreement,side agreements among the members, the managers or both, by-laws or rules, resolutions or votes ofthe limited liability company.

§ 68. Certificate by Secretary of Commonwealth that Limited Liability Company Appears toExist, is in Good Standing, and Identifies Persons Authorized to Act With Respect to RealProperty; Fee.

A limited liability company shall be deemed to be in good standing with the secretary of thecommonwealth if such limited liability company appears from the records of the said secretary toexist and has paid all fees then due to the secretary, and no certificate of cancellation has been filedby or with respect to the limited liability company. Upon the request of any person and payment ofsuch fee as may be prescribed by law, the secretary of the commonwealth shall issue a certificatestating, in substance, as to any limited liability company meeting the requirements of this section,that such limited liability company appears from the records in his office to exist and to be in goodstanding and the identity of any and all managers and persons authorized to act with respect to realproperty instruments who are named in the certificate of organization of the limited liabilitycompany, as amended.

§ 69. Conversion to a Limited Liability Company.

(a) As used in this section the term "other business entity" shall mean an association or trust asdefined in section 1 of chapter 182, and a partnership, whether general or limited and whetherdomestic or foreign as each may be defined in section 6 of chapter 108A or section 1 of chapter109, including a foreign or domestic registered limited liability partnership as defined in section 2of said chapter 108A.

(b) Any other business entity may convert to a domestic limited liability company by complyingwith subsection (h) and filing with the office of the state secretary in accordance with section 17:

(1) a certificate of conversion to a limited liability company that has been executed inaccordance with section 15; and

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(2) a certificate of organization of a limited liability company that complies with section 12 andhas been executed in accordance with said section 15.

(c) The certificate of conversion to a limited liability company shall state:

(1) the date on which, and jurisdiction in which, the other business entity was first created,incorporated or otherwise came into being and, if it has changed, its jurisdiction immediately priorto its conversion to a domestic limited liability company;

(2) the name of the other business entity immediately prior to the filing of the certificate ofconversion to a limited liability company;

(3) the name of the limited liability company as set forth in its certificate of organization filed inaccordance with subsection (b); and

(4) the future effective date, which shall be a date certain, of the conversion to a limited liabilitycompany if it is not to be effective upon the filing of the certificate of conversion and certificate oforganization.

(d) Upon the effective date of the filing of the certificate of conversion and certificate oforganization in the office of the state secretary, the other business entity shall be converted into adomestic limited liability company and the limited liability company shall thereafter be subject tothis chapter.

(e) The conversion of any other business entity into a domestic limited liability company shallnot be deemed to affect any obligations or liabilities of the other business entity incurred prior tosuch conversion or the personal liability of any person incurred prior to such conversion.

(f) When a conversion becomes effective under this section, for all purposes of the laws of thecommonwealth, all of the rights, privileges and powers of the other business entity that hasconverted and all property, real, personal and mixed, and all debts due to such other entity, as wellas all other things and causes of action belonging to such other entity, shall be vested in thedomestic limited liability company and shall thereafter be the property of the domestic limitedliability company as they were of such other entity. The title to any real property vested by deed orotherwise under the laws of the commonwealth in such other entity shall not revert or be in any wayimpaired by reason of this chapter, but all rights of creditors and all liens upon any property of suchother entity shall be preserved unimpaired and all debts, liabilities and duties of such other entityshall then attach to the domestic limited liability company and may be enforced against it to thesame extent as if the debts, liabilities and duties had been incurred or contracted by it.

(g) Unless otherwise agreed or required under the laws of another jurisdiction applicable to theother business entity, such other entity shall not be required to wind up its affairs or pay itsliabilities and distribute its assets and the conversion shall not be deemed to constitute a dissolutionof such other entity.

(h) Prior to filing a certificate of conversion to a limited liability company with the statesecretary, the conversion and the operating agreement of the limited liability company shall beapproved by the other business entity in the manner provided in its governing documents or thelaws applicable to it for authorization of a merger of the other business entity into a limited liabilitycompany or, in the absence of such provisions, in the manner of a sale of all or substantially all ofits assets.

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(i) This section shall not be construed to limit the ability of another business entity to change itsgoverning law, its legal status or its domicile by any other means provided for in its governingdocuments, instruments or agreements or by applicable laws, including by amendment of thegoverning documents or operating agreement.