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SENATE DOCKET, NO. 1939 FILED ON: 1/17/2025
SENATE . . . . . . . . . . . . . . No. 295
The Commonwealth of Massachusetts
_________________
PRESENTED BY:
Nick Collins
_________________
To the Honorable Senate and House of Representatives of the Commonwealth of Massachusetts in General
Court assembled:
The undersigned legislators and/or citizens respectfully petition for the adoption of the accompanying bill:
An Act relative to a business entity.
_______________
PETITION OF:
NAME:DISTRICT/ADDRESS :Nick CollinsFirst Suffolk 1 of 17
SENATE DOCKET, NO. 1939 FILED ON: 1/17/2025
SENATE . . . . . . . . . . . . . . No. 295
By Mr. Collins, a petition (accompanied by bill, Senate, No. 295) of Nick Collins for legislation
relative to a business entity. Economic Development and Emerging Technologies.
[SIMILAR MATTER FILED IN PREVIOUS SESSION
SEE SENATE, NO. 224 OF 2023-2024.]
The Commonwealth of Massachusetts
_______________
In the One Hundred and Ninety-Fourth General Court
(2025-2026)
_______________
An Act relative to a business entity.
Be it enacted by the Senate and House of Representatives in General Court assembled, and by the authority
of the same, as follows:
1 SECTION 1. Section 45 subsection (1) of chapter 108A of the General Laws, as
2appearing in the 2022 Official Edition, is hereby amended by striking the words “federal
3employer identification number of the partnership”.
4 SECTION 2. Section 45 of chapter 108A of the General Laws, as so appearing, is hereby
5further amended by striking subsection (6) and inserting in place thereof the following
6subsection:-
7 (6) If a partnership fails to file an annual report when due, pay the required fee, or the
8payment of any fee due the commonwealth was dishonored when presented for payment and the
9partnership has failed to make payment within 20 days after written notice of such failure was
10mailed to the partnership, the state secretary may revoke the registration of the partnership. If the 2 of 17
11state secretary determines one of more grounds exist for revoking the registration of the
12partnership, he shall notify the partnership of his determination. The notice shall be sent in
13writing and mailed postage prepaid to the office of the partnership as shown in the records of the
14secretary of state, or if the partnership consents, sent by electronic mail to an electronic email
15address furnished by the partnership for such purpose. If the partnership has appointed a resident
16agent pursuant to section 45A, the written notice shall be mailed postage prepaid to the office of
17the partnerships resident agent, or if the resident agent consents, sent by electronic mail to an
18electronic mail address furnished by the agent for such purpose. The notice shall specify the
19annual reports which have not been filed and the fees which have not been paid. If the
20partnership does not correct each ground for revocation or demonstrate to the reasonable
21satisfaction of the state secretary that each ground determined by the secretary of state does not
22exist within 60 days after notice is given, the state secretary shall administratively revoke the
23registration of the partnership.
24 SECTION 3. Chapter 108A of the General Laws, as so appearing, is hereby further
25amended by adding after section 45 the following new sections:-
26 Section 45A. Resident Agent.
27 A limited liability partnership may appoint a resident agent which agent may be an
28individual resident of the commonwealth, a domestic corporation or domestic limited liability
29company, a foreign corporation registered to do business in the commonwealth, or a foreign
30limited liability company registered to do business in the commonwealth.
31 Section 45B. Change of Resident Agent. 3 of 17
32 (a) A limited liability partnership may change its resident agent or the street address of
33the resident agent by filing a certificate of change of agent or address with the state secretary.
34The statement shall contain the following information:
35 (1) the name of the limited liability partnership;
36 (2) the name and street address of the current resident agent;
37 (3) if the current resident agent is to be changed, the name and street address of the new
38resident agent and the new agents written consent to the appointment, either on the statement or
39attached to it; and
40 (4) if the street address of the business office of the resident agent is to be changed, the
41new street address of the business office of the resident agent.
42 (b) If a resident agent changes the street address of his business office, he may change the
43street address of the business office of any limited liability partnership for which he is a resident
44agent by notifying the limited liability partnership in writing of the change and signing, either
45manually or by facsimile, and delivering to the state secretary for filing a statement of change
46that complies with the requirements of subsection (a) and recites that the limited liability
47partnership has been notified of the change. If the street address of more than one limited
48liability partnership is being changed at the same time, there may be included in a single
49certificate the names of all the limited liability partnerships the street address of which are being
50changed.
51 (c) Any resident agent may resign his agency appointment by signing and delivering to
52the state secretary a certificate of resignation. The resident agent shall furnish a copy of the 4 of 17
53statement to the limited liability partnership. The agency appointment shall be terminated on the
54thirty-first day following the date on which the statement was filed.
55 SECTION 4. Chapter 108A of the General Laws, as so appearing, is hereby further
56amended by adding the following new section after section 49:
57 Section 50. Correcting a Filed Certificate
58 (a) A limited liability partnership may correct a document filed with the state secretary if
59the document:
60 (1) contains a typographical error or an incorrect statement ; or
61 (2) was defectively executed, attested, sealed, verified or acknowledged.
62 (b) A document is corrected:
63 (1) by preparing a certificate of correction that (i) describes the document, including its
64filing date, (ii) specifies the typographical error, the incorrect statement and the reason it is
65incorrect or the manner in which the execution was defective and (iii) corrects the typographical
66error, incorrect statement or defective execution;
67 (2) by delivering the certificate of correction to the state secretary for filing.
68 (c) A certificate of correction is effective on the effective date of the document it corrects
69except as to persons relying on the uncorrected document and adversely affected by the
70correction. As to those persons, the certificate of correction is effective when filed.
71 (d) A certificate of correction cannot be used to change the effective date of a filed
72document, provided however, that if a document has been filed with a delayed effective date, a 5 of 17
73certificate of correction may be filed prior to said date to accelerate the effective date to a date
74not earlier than the dated of the certificate of correction.
75 (e) The filing fee for a certificate of correction is $100.00.
76 SECTION 5. Section 13 of chapter 109 of the General Laws, as appearing in 2022
77Official Edition is hereby amended by striking subsection (a) and inserting in place thereof the
78following subsection:-
79 (a) A signed copy of the certificate of limited partnership and of any certificate of
80amendment or cancellation, or any judicial decree of amendment or cancellation, shall be
81delivered to the secretary of state. A person who executes a certificate as an agent or fiduciary
82need not exhibit evidence of his authority as a prerequisite to filing. Unless the secretary of state
83finds that the certificate does not conform to law, upon receipt of all filing fees required by law,
84he shall evidence his approval on or with the document. Upon such approval and payment of all
85filing fees required by law, the filing shall be deemed to be filed with the state secretary.
86 SECTION 6. Chapter 109 of the General Laws, as so appearing, is further amended by
87adding after section 13 the following new section:-
88 13A. Correcting a Filed Certificate
89 (a) A domestic or foreign limited partnership may correct a document filed with the state
90secretary if the document:
91 (1) contains a typographical error or an incorrect statement; or
92 (2) was defectively executed, attested, sealed, verified or acknowledged. 6 of 17
93 (b) A document is corrected:
94 (1) by preparing a certificate of correction that (i) describes the document, including its
95filing date, (ii) specifies the typographical error, the incorrect statement and the reason it is
96incorrect or the manner in which the execution was defective and (iii) corrects the typographical
97error, incorrect statement or defective execution; and
98 (2) by delivering a certificate of correction to the state secretary for filing.
99 (c ) A certificate of correction is effective on the effective date of the document it corrects
100except as to persons relying on the uncorrected document and adversely affected by the
101correction. As to those persons, the certificate of correction is effective when filed.
102 (d) A certificate of correction cannot be used to change the effective date of a filed
103document; provided, however, that if a document has been filed with a delayed effective date, a
104certificate of correction may be filed prior to said date:
105 (1) to accelerate the effective date to a date not earlier than the date of the certificate of
106correction; or
107 (2) to abandon a merger or amendment if the authority to do so is granted by the merger
108agreement or the persons approving the amendment.
109 (e) The filing fee for a certificate of correction is $100.00.
110 SECTION 7. Chapter 109 of the General Laws is hereby further amended by striking
111section 16 in its entirety. 7 of 17
112 SECTION 8. Section 55 of chapter 109, as so appearing, is hereby amended by adding
113the following new subsection:-
114 (c ) A foreign limited partnership is liable to the commonwealth for the years or years
115during which it transacted business in the commonwealth without delivering to the state
116secretary for filing the certificate required by section 49, an amount equal to:
117 (1) all fees which would have been imposed by law had it duly delivered the certificate;
118and
119 (2) all interest and penalties imposed by law for failure to pay the fees. A foreign limited
120partnership is further liable to the commonwealth, for each month or part thereof during which it
121transacted business without delivering the certificate, an amount determined by the state
122secretary, which shall in no event exceed the amount established by the Commissioner of
123Administration under section 3B of Chapter 7, except that a foreign limited partnership which
124has delivered such certificate shall not be liable for such monthly penalty for the first ten (10)
125days during which it transacted business without delivering such certificate. Such fees and
126penalties may be leveled by the state secretary. The attorney general may bring an action
127necessary to recover amounts due the commonwealth under this subsection including an action
128to restrain a foreign limited partnership against which fees and penalties have been imposed
129pursuant to this subsection from transacting business in the commonwealth until the fees and
130penalties have been paid.
131 SECTION 9. Section 64 of chapter 109 is hereby amended by striking out subsections (a)
132and (b) and inserting in place thereof the following subsections:-
133 (a) the state secretary may commence a proceeding to dissolve a limited partnership if: 8 of 17
134 (1) the limited partnership has failed for 2 or more consecutive years to comply with the
135laws requiring the filing of annual reports;
136 (2) payment of any fee due the commonwealth was dishonored when presented for
137payment and the limited partnership has failed to make payment within 20 days after written
138notice of such failure was mailed to the limited partnership; or
139 (3) he is satisfied that the limited partnership has become inactive and its dissolution
140would be in the public interest.
141 (b) If the state secretary determines the one or more grounds exist for dissolving a
142limited partnership, he shall notify the partnership’s resident agent of his determination. The
143notice shall be sent in writing and mailed postage prepaid to the resident agent’s office, or if the
144resident agent consents, sent by electronic mail to an email address furnished by the agent for
145such purpose. The notice shall specify the annual reports which have not been filed, the fees
146which have not been paid and the payment which has been dishonored. If the partnership does
147not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the state
148secretary that each ground determined by the state secretary does not exist within 90 days after
149notice is given, the state secretary shall administratively dissolve the limited partnership.
150 SECTION 10. Section 65 of chapter 109 is hereby amended by striking out subsections
151(a) and (b) and inserting in place thereof the following subsections:-
152 (a) The state secretary may commence a proceeding to revoke the authority of a foreign
153limited partnership to transact business in the commonwealth if: 9 of 17
154 (1) the foreign limited partnership has failed for 2 or more consecutive years to comply
155with the laws requiring the filing of annual reports;
156 (2) payment of any fee due the commonwealth was dishonored when presented for
157payment and the foreign limited partnership has failed to make payment within 20 days after
158written notice of such failure was mailed to the foreign limited partnership; or
159 (3) he is satisfied that the revocation of the limited partnerships authority to transact
160business in the commonwealth would be in the public interest.
161 (b) If the state secretary determines that one or more grounds exist to revoke the authority
162of the foreign limited partnership to transact business in the commonwealth, he shall notify the
163foreign limited partnership’s resident agent of his determination. The notice shall be sent in
164writing and mailed postage prepaid to the resident agent’s office, or if the resident agent consents
165sent by electronic mail to an email address furnished by the agent for such purpose. The notice
166shall specify the annual reports which have not been filed, the fees which have not been paid and
167the payment which has been dishonored. If the partnership does not correct each ground for
168dissolution or demonstrate to the reasonable satisfaction of the state secretary that each ground
169determined by the state secretary does not exist within 90 days after notice is given, the state
170secretary shall administratively revoke the authority of the limited partnership to transact
171business in the commonwealth.
172 (c) The authority of the foreign limited partnership to transact business in the
173commonwealth shall cease on the date on which the state secretary makes such revocation
174effective. 10 of 17
175 SECTION 11. Chapter 109, as so appearing, is further amended by adding the following
176new section after section 66:-
177 Section 67. Good Standing
178 A limited partnership shall be deemed to be in good standing with the state secretary if
179such limited partnership appears, from the records of the said secretary, to exist and has paid all
180feed due the commonwealth, and no certificate of cancellation has been filed by or with respect
181to the limited partnership. Upon the request of any person and payment of such fee as may be
182prescribed by law, the state secretary shall issue a certificate stating, in substance, as to any
183limited partnership meeting the requirements of this section, that such limited partnership
184appears, from the records of his office to exist and to be in good standing, and stating the identity
185of any and all general partners who are named in the most recent document filed with the state
186secretary.
187 SECTION 12. Section 17 of chapter 156A of the General Laws as appearing in the 2022
188Official Edition, is hereby amended by striking out paragraph (a) and inserting in place thereof
189the following paragraph:-
190 (a) A foreign professional corporation shall register under the provisions of this section if
191the corporation would be required to incorporate under this chapter if it organized in the
192commonwealth and
193 (1) it maintains an office in the commonwealth; or 11 of 17
194 (2) any of its shareholders, officers, or directors conducts activity on behalf of the
195corporation in the commonwealth as to require licensing under the provisions of chapter one
196hundred and twelve or chapter two hundred and twenty-one.
197 SECTION 13. Section 17 of chapter 156C if the General Laws, as so appearing, is hereby
198further amended by striking subsection (a) and inserting in place thereof the following
199subsection:-
200 (a) The original signed copy of the certificate of organization and of any certificates of
201amendment or cancellation or any judicial decree of amendment or cancellation, of any
202certificate of consolidation, merger or conversion and of any restated certificate shall be
203delivered to the state secretary. A person who executes a certificate as an attorney-in-fact or
204fiduciary shall not be required to exhibit evidence of his authority as a prerequisite to filing.
205Unless the secretary finds that any certificate does not conform to law, upon receipt of all filing
206fees required by law, he shall evidence his approval on or with the document. Upon said
207approval and payment of all fees required by law, the filing shall be deemed filed with the state
208secretary. Said endorsement shall be conclusive of the date and time of its filing in the absence of
209actual fraud.
210 SECTION 14. Chapter 156C of the General Laws, as so appearing, is further amended by
211adding, after section 17, the following new section:-
212 Section 17A. Correcting a Filed Certificate
213 (a) A domestic or foreign limited liability company may correct a document filed with the
214state secretary if the document: 12 of 17
215 (1) contains a typographical error or an incorrect statement; or
216 (2) was defectively executed, attested, sealed, verified or acknowledged;
217 (b) A document is corrected:
218 (1) by preparing a certificate of correction that (i) describes the document including its
219filing date, (ii) specifies the typographical error, the incorrect statement and the reason it is
220incorrect or the manner in which the execution was defective and (iii) corrects the typographical
221error, incorrect statement or defective execution; and
222 (2) by delivering the certificate of correction to the state secretary for filing.
223
224 (c) A certificate of correction is effective on the effective date of the document it corrects
225except as to persons relying on the uncorrected document and adversely affected by the
226correction. As to those persons, the certificate of correction is effective when filed.
227 (d) A correction cannot be used to change the effective date of a filed document;
228provided, however, that if a document has been filed with a delayed effective date, a certificate
229of correction may be filed prior to said date:
230 (1) to accelerate the effective date to a date not earlier than the date of the certificate of
231correction, or
232 (2) abandon a merger or amendment if the authority to do so is granted by the merger or
233the persons approving the amendment.
234 (e) The fee for filing a certificate of correction with the state secretary is $100.00 13 of 17
235 SECTION 15. Section 48 of chapter 156C of the General Laws, as so appearing is hereby
236amended by adding, after clause 5, the following new clause:-
237 (5A) the name of the person in addition to any manager who is authorized to execute
238documents to be filed with the office of the state secretary, and at least one shall be named if
239there are no managers.
240 SECTION 16. Section 54 of chapter 156C, as so appearing, is amended by striking
241paragraph (a) and inserting in place thereof:
242 (a) A foreign limited liability company is liable to the commonwealth for the years or
243parts of years during which it transacted business in the commonwealth without delivering to the
244state secretary for filing the certificate required by section 48, an amount equal to:-
245 (1) all fees which would have been imposed by law had it duly delivered the certificate;
246and
247 (2) all interest and penalties imposed by law for failure to pay the fees. A foreign limited
248liability company is further liable to the commonwealth, for each year or part thereof during
249which it transacted business without delivering the certificate an amount not exceeding $500.00
250except that a foreign limited liability company which has delivered such certificate shall not be
251liable for such penalty for the first 10 days during which it transacted business without delivering
252such certificate. Such fees and penalties may be levied by the state secretary. The attorney
253general may bring an action necessary to recover amounts due to the commonwealth under this
254subsection including an action to restrain a foreign limited liability company against which fees
255and penalties have been impose pursuant to this subsection from transacting business in the
256commonwealth until the fees and penalties have been paid. No such failure shall affect the 14 of 17
257validity of any contract involving the foreign limited liability company, nor is a member or
258manager of a foreign limited liability company liable for the obligations of the foreign limited
259liability company solely by reason of such failure, but no action shall be maintained or recovery
260had by the foreign limited liability company in any courts of the commonwealth as long as such
261failure continues. The failure of a foreign limited liability company to register with the state
262secretary shall not prevent the foreign limited liability company from defending any action, suit
263or proceeding in any of the courts of the commonwealth.
264 SECTION 17. Chapter 156C, as so appearing, is hereby amended by striking section 70
265and inserting in place thereof:
266 Section 70. Administrative Dissolution; notice; wind up and liquidation of affairs
267 (a) The state secretary may commence a proceeding to dissolve a limited liability
268company if:
269 (1) the limited liability company has failed for two consecutive years to comply with the
270law requiring the filing of annual reports; or
271 (2) the payment of any fee due the commonwealth was dishonored when presented for
272payment and the limited liability company has failed to make payment within 20 days after
273written notice of such failure was mailed to the limited liability company; or
274 (3) he is satisfied that the limited liability company has become inactive and its
275dissolution would be in the public interest.
276 (b) If the state secretary determines that grounds exist under subsection (a), he shall
277notify the limited liability company of his determination. The notice shall be sent in writing and 15 of 17
278mailed postage prepaid to the office of the limited liability company’s resident agent or if the
279resident agent consents, sent by electronic mail to an electronic mail address furnished by the
280agent for such purpose. The notice shall specify the annual reports which have not been filed and
281the fees which have not been paid. If the limited liability company does not correct each ground
282for dissolution or demonstrate to the reasonable satisfaction of the state secretary that each
283ground for dissolution does not exist within 90 days after notice is given, the state secretary shall
284administratively dissolve the limited liability company.
285 (c ) A limited liability company administratively dissolved continues in existence but
286shall not carry on any business except that necessary to wind up and liquidate its affairs.
287 SECTION 18. Chapter 156C, as so appearing, is hereby amended by striking section 72
288and inserting in place thereof:-
289 Section 72. Revocation of foreign limited liability company’s authority to transact
290business in commonwealth; grounds; notice; effective date
291 (a) The state secretary may commence a proceeding to revoke the authority of a foreign
292limited liability company to transact business in the commonwealth if:
293 (1) the foreign limited liability company has failed for two consecutive years to comply
294with the laws requiring the filing of annual reports; or
295 (2) the payment of any fee due the commonwealth was dishonored when presented for
296payment and the foreign limited liability company has failed to make payment within 20 days
297after written notice of such failure was mailed to the foreign limited liability company; 16 of 17
298 (b) If the state secretary determines that grounds exist under subsection (a) , he shall
299notify the foreign limited liability company of his determination. The notice shall be sent in
300writing and mailed postage prepaid to the office of the foreign limited liability company’s
301resident agent, or if the resident agent consents, sent by electronic mail to an electronic mail
302address furnished by the agent for such purpose. The notice shall specify the annual reports
303which have not been filed and the fees which have not been paid. If the foreign limited liability
304company does not correct each ground for revocation or demonstrate to the reasonable
305satisfaction of the state secretary that each ground for revocation does not exist within 90 days
306after notice is given, the state secretary shall administratively revoke the authority of the foreign
307limited liability company to transact business in the Commonwealth.
308 (c ) the authority of the foreign limited liability company to transact business in the
309commonwealth shall cease on the date on which the state secretary makes such revocation
310effective.
311 SECTION 19. Section 1.20 of chapter 156D, as appearing in the 2022 Official Edition is
312hereby amended by striking paragraph (h) and inserting in place thereof the following:-
313 (h) The document shall be delivered to the office of the state secretary for filing and shall
314be accompanied by the correct filing fee and any payment or penalty required by this chapter or
315other law.
316 SECTION 20. Section 14.20 of chapter 156D, as so appearing, is hereby amended by
317striking Clause (b) and inserting in place thereof:-
318 (b) the state secretary is satisfied that the corporation has become inactive and its
319dissolution would be in the public interest; or 17 of 17
320 (c) payment of any fee due the commonwealth was dishonored when presented for
321payment and corporation has failed to make payment within 20 days after written notice of such
322failure was mailed to the foreign limited liability company;
323 SECTION 21. Section 14.23 of chapter 156D, as so appearing, is hereby amended by
324striking subsection (a) and inserting in place thereof the following subsection:-
325 (a) If the state secretary denies a corporation’s application for reinstatement following
326administrative dissolution, he shall provide the corporation with a written notice that explains the
327reason or reasons for denial.
328 SECTION 22. Section 15.30 of chapter 156D, as so appearing, is hereby further amended
329by striking said section and inserting in place thereof:-
330 Section 15.30 Grounds for Revocation
331 The state secretary may commence a proceeding under section 15.31 to revoke the
332authority of a foreign corporation to transact business in the commonwealth if:
333 (a) the foreign corporation has failed for two or more consecutive years to comply with
334the law regarding the filing of reports with the state secretary or the filing of tax returns or the
335payment of any taxes under chapter 62C or chapter 63 for two or more consecutive years; or
336 (b) the payment of any fee due the commonwealth was dishonored when presented for
337payment and the corporation has failed to make payment within twenty days after written notice
338of such failure was mailed to the corporation.