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S 295

The Meeting Place Church, 25th anniversary

2025-2026 Regular Session Introduced by Darrell Jackson

Establishes a formal resident agent for MA LLPs, boosting filing oversight and reliability of partnership records.

Introduced and adopted
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Bill Summary · S 295

Summary — S.295 (Senate No. 295) — “An Act relative to a business entity”

Note on source material: the bill text filed with the Senate (Docket No. 1939 / Senate No. 295, presented by Sen. Nick Collins) focuses on amendments to Massachusetts business‑entity statutes (chapters 108A and 109) governing limited liability partnerships (LLPs) and limited partnerships. Some metadata provided with the request (title referencing COVID‑19 compensation, sponsor lists, and committee referrals) appears inconsistent with the bill text. This summary is based on the bill text provided.

Purpose / Intent

To modernize and clarify administrative rules for limited liability partnerships and limited partnerships — specifically: registration and revocation procedures, creation of a statutory resident agent role and procedures for changing or resigning that agent, a formal mechanism to correct filed documents, and related filing requirements and fees.

Key provisions (by section)

  • Section 1

    • Removes the requirement in chapter 108A, §45(1) that a partnership provide its federal employer identification number (FEIN) as part of its filing information.

  • Section 2 (amending §45 of chapter 108A)

    • Replaces subsection (6) to authorize the Secretary of the Commonwealth to administratively revoke an LLP’s registration if the partnership fails to file its annual report, pay required fees, or has a dishonored payment and does not cure within prescribed timelines.
    • Requires written notice (mailed postage‑prepaid or, if consented, by email) to the partnership’s office or to the appointed resident agent.
    • The notice must specify missing reports and unpaid fees and give 60 days to correct or demonstrate that revocation grounds do not exist before revocation is completed.

  • Sections 3 (new §§45A and 45B)

    • §45A — Creates an express statutory role of “resident agent” for limited liability partnerships. A resident agent may be: an individual resident of Massachusetts; a domestic corporation or LLC; or a foreign corporation or foreign LLC registered to do business in Massachusetts.
    • §45B — Establishes procedures to change a resident agent or the resident agent’s street address by filing a certificate of change with the Secretary, including required content (names, addresses, written consent of new agent). Permits an agent to change addresses for multiple partnerships in one filing. Allows a resident agent to resign by filing a certificate of resignation; appointment terminates 31 days after filing.

  • Section 4 (new §50)

    • Creates a statutory “certificate of correction” process allowing LLPs to correct typographical errors, incorrect statements, or defective execution on previously filed documents.
    • Specifies required contents of the certificate, filing mechanics, and that a certificate of correction is effective as of the original document’s effective date except as to persons who relied on the uncorrected document and are adversely affected (for them it is effective when filed).
    • Prohibits using a certificate of correction to change an original filing’s effective date, with a limited exception permitting a certificate filed prior to a delayed effective date to accelerate that date (but not earlier than the certificate date).
    • Sets a filing fee for a certificate of correction at $100.

  • Section 5

    • Begins to amend §13 of chapter 109 (limited partnership filing procedures), replacing subsection (a) to clarify delivery and secretary’s approval of certificates of limited partnership and amendments. (Bill text is truncated after this insert; the full content and downstream changes are not available in the provided text.)

Who is affected

  • Limited liability partnerships (LLPs) and limited partnerships doing business or registered in Massachusetts.
  • Resident agents and prospective resident agents (individuals, domestic/foreign entities registered in MA).
  • The Secretary of the Commonwealth (administrative responsibilities for notices, revocations, and filings).
  • Third parties who rely on filed partnership certificates (the effective-date rules for corrections protect third‑party reliance).

Procedural / timeline information (from provided materials)

  • Docket/filed: January 17, 2025 (Senate Docket No. 1939 / Senate No. 295).
  • Introduced/presented by: Sen. Nick Collins (First Suffolk).
  • Legislative actions provided are inconsistent; the bill text shows committee referral to Economic Development and Emerging Technologies. A hearing was scheduled for 06/05/2025 (11:00 AM–1:00 PM, A‑2) per the provided calendar entry. (Note: other provided referral entries conflict — please check official legislative status pages for current tracking.)

Potential impacts / considerations

  • Administrative clarity: standardizes notices, cure periods, and agent change/resignation processes; provides an explicit correction mechanism for filings.
  • Compliance burden: LLPs that fail to file reports or pay fees risk administrative revocation after a 60‑day cure period. Use of email for notice is allowed only with consent.
  • Costs: introduces a $100 fee for filing a certificate of correction.
  • Removal of mandatory FEIN from filings may reduce disclosure burdens but could affect records/searchability tied to federal tax IDs.
  • The truncated portion relating to limited partnerships (§13 of chapter 109) may contain additional substantive changes; full text should be reviewed before final assessment.

If you’d like, I can:
- Retrieve the complete, current bill text and official status from the Massachusetts Legislature site, or
- Produce a side‑by‑side comparison showing current law vs. proposed language for the sections changed.

Compiled from official sources — confirm details with the bill’s official record.

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