§ 45 — Registration as limited liability partnership; annual report; withdrawal; revocation

Section 45. (1) To become a registered limited liability partnership, a partnership shall file with the state secretary a registration stating the name of the partnership, the street address of its principal office in the commonwealth, the federal employer identification number of the partnership, a brief statement of the business or profession in which the partnership engages and, if desired, the names of one or more partners authorized to execute, acknowledge, deliver and record any recordable instrument purporting to affect an interest in real property, whether to be recorded with a registry of deeds or a district office of the land court. The registration shall be executed by one or more partners authorized by a majority of the partners. The registration shall be accompanied by a fee of five hundred dollars.(2) An annual report shall be filed by the partnership with the state secretary on or before the last day of February in each year following the year of registration. The annual report shall state the name of the partnership, the street address of its principal office in the commonwealth, the federal employer identification number of the partnership, and a brief statement of the business or profession in which the partnership engages.(3) Each annual report shall be accompanied by a fee of five hundred dollars.(4) The status of the partnership as a registered limited liability partnership shall be effective upon filing of the registration and the required fee, and such status shall remain effective, regardless of changes in the partnership, until the registration is voluntarily withdrawn pursuant to paragraph (5) or revoked pursuant to paragraph (6). Withdrawal or revocation shall not affect the personal liability of any partner with respect to debts, obligations and liabilities of or chargeable to the partnership which arose prior to the effective date of such withdrawal or revocation. The status of a partnership as a registered limited liability partnership and the liability of the partners thereof shall not be affected by errors or subsequent changes in the information stated in a registration under paragraph (1).(5) The registration of a registered limited liability partnership may be voluntarily withdrawn by filing with the state secretary a written notice of withdrawal executed by one or more partners authorized by two-thirds of the partners.(6) If a partnership fails to file an annual report when due or to pay the required fee, the state secretary may revoke the registration of the partnership. The state secretary shall give the partnership at least sixty days notice of his intention to revoke the registration of the partnership. The notice shall be given by mail to the partnership at the address of its principal office as shown in the records of the state secretary. The notice shall specify the annual reports which have not been filed, the fees which have not been paid and the effective date of revocation. The revocation shall not be effective if the specified annual reports are filed and the specified fees are paid prior to specified effective date of revocation.(7) In the case of a partnership which renders professional services as defined in chapter one hundred and fifty-six A, (a) the registration and each annual report shall contain the names of each of the partners who renders a professional service on behalf of the partnership in the commonwealth at the time of filing and their business addresses, if different from that of the partnership, (b) the registration shall be accompanied by a certificate of the appropriate regulating board or boards that each of the partners who renders a professional service on behalf of the partnership in the commonwealth at the time of filing is duly licensed to render such service, and (c) each annual report contains a certification that each of the partners who renders professional services on behalf of the partnership in the commonwealth at the time of filing is duly licensed to render such services.(8) (a) A registered limited liability partnership which renders professional services as defined in chapter one hundred and fifty-six A shall carry at least the designated amount of liability insurance of a kind that is designed to cover negligence, wrongful acts, errors and omissions and that insures the partnership and its partners. The term designated amount shall mean the amount designated by the regulating board which regulates the professional service rendered. The regulating boards for each professional service shall adopt regulations requiring such a designated amount of liability insurance.(b) If a registered limited liability partnership is in compliance with the requirements of subsection (a), the requirements of this section shall not be admissible or in any way be made known to a jury in determining an issue of liability for or extent of the debt or obligation or damages in question.(c) A registered limited liability partnership is considered to be in compliance with said subsection (a) if the partnership provides the designated amount of funds specifically designated and segregated for the satisfaction of judgments against the partnership or its partners based on negligence, wrongful acts, errors and omissions by:(1) deposit in trust or in bank escrow of cash, bank certificates of deposit, or United States Treasury obligations; or(2) a bank letter of credit or insurance company bond.