Mass. Gen. Laws » Part I Title XV Chapter 109
Massachusetts General Laws

Mass. Gen. Laws ch. 109, § 1 (2026)

Definitions

✓ current as of July 2026
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Section 1. As used in this chapter, the following words shall, unless the context clearly requires otherwise, have the following meanings:—

(1) ''Certificate of limited partnership'', the certificate referred to in section eight, and the certificate as amended or restated.

(2) ''Contribution'', any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his capacity as a partner.

(3) ''Event of withdrawal of a general partner'', an event that causes a person to cease to be a general partner as provided in section twenty-three.

(4) ''Foreign limited partnership'', a partnership formed under the laws of any state other than the commonwealth and having as partners one or more general partners and one or more limited partners.

(5) ''General partner'', a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner.

(6) ''Limited partner'', a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement.

(7) ''Limited partnership'' and ''domestic limited partnership'', a partnership formed by two or more persons under the laws of the commonwealth and having one or more general partners and one or more limited partners.

(8) ''Partner'', a limited or general partner.

(9) ''Partnership agreement'', any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business.

(10) ''Partnership interest'', a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.

(11) ''Person'', a natural person, partnership, limited partnership (domestic or foreign), trust, estate, association, or corporation.

(12) ''State'', a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico.

Notes of Decisions
Cited in 2 cases, 1997–2003 · leading case: Verizon Yellow Pages Co. v. Sims & Sims, PC, 15 Mass. L. Rptr. 734 (Mass. Super. Ct. 2003).
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Verizon Yellow Pages Co. v. Sims & Sims, PC, 15 Mass. L. Rptr. 734 (Mass. Super. Ct. 2003). “G.L.c. 109, §1. The general partners are liable for partnership debts, but the limited partners are not.”
Gramercy Park Investments L.P. v. Airfund Int'l Ltd. P'ship, 7 Mass. L. Rptr. 122 (Mass. Super. Ct. 1997). “…4.9 percent of either of the defendant limited partnerships. A “partner” is defined as a limited or general partner. G.L.c. 109, §1(8).”
— Mass. Gen. Laws ch. 109, § 1(8) — 1 case
Gramercy Park Investments L.P. v. Airfund Int'l Ltd. P'ship, 7 Mass. L. Rptr. 122 (Mass. Super. Ct. 1997). “…4.9 percent of either of the defendant limited partnerships. A “partner” is defined as a limited or general partner. G.L.c. 109, §1(8).”
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