Massachusetts General Laws

Mass. Gen. Laws ch. 109, § 8 (2026)

Certificate

✓ current as of July 2026

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Section 8. (a) In order to form a limited partnership a certificate of limited partnership shall be executed. The certificate shall be filed in the office of the secretary of state and shall set forth:

(1) the name of the limited partnership;

(2) the general character of its business;

(3) the address of the office and the name and address of the agent for service of process required to be maintained by section 4; provided, however, that the agent's written consent to the appointment as agent shall be either in the certificate or attached to it;

(4) the name and the business address of each general partner;

(5) the latest date upon which the limited partnership is to dissolve; and

(6) any other matters the general partners determine to include therein.

(b) A limited partnership is formed at the time of the filing of the certificate of limited partnership in the office of the secretary of state or at any later time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section.

Notes of Decisions

Cited in 6 cases, 1984–2010 · leading case: Allied Inv. Corp. v. Jasen, 716 A.2d 1085 (Md. Ct. Spec. App. 1998).

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Allied Inv. Corp. v. Jasen, 716 A.2d 1085 (Md. Ct. Spec. App. 1998). “According to Mass. Gen. Laws Ann. ch. 109, § 8 (a) (West 1990 & 1997 Supp.”

Largo Realty, Inc. v. Purcell, 928 N.E.2d 999 (Mass. App. Ct. 2010). “The limited liability partnership statute, G. L. c. 108A, was established “to allow limited liability partners to protect non-partnership assets against liability for the wrongs of the partnership under certain conditions.”

Plunkett v. First Fed. S & L Ass'n of Boston, 464 N.E.2d 1381 (Mass. App. Ct. 1984). “202, § 1; but see now the Revised Uniform Limited Partnership Act, G.L.c. 109, § 8( a )(11). The trial judge found (as has been stated in note 3, supra ), that the tone of the agreement of May, 1972, suggested that the partnership was treated by Foti and Plunkett as still then…”

Saulnier v. Fanaras Enter., Inc., 618 A.2d 841 (N.H. 1992). “109, § 8(a) (West 1990) provided that in order to form a limited partnership, two or more persons must have executed a certificate including thirteen required pieces of information. Section 8(b) of chapter 109 provides: “A limited partnership is formed at the time of the filing…”

Plunkett v. First Fed. Sav. & Loan Ass'n, 18 Mass. App. Ct. 294 (Mass. App. Ct. 1984). “202, § 1; but see now the Revised Uniform Limited Partnership Act, G. L. c. 109, § 8(a) (11). The trial judge found (as has been stated in note 3, supra), that the tone of the agreement of May, 1972, suggested that the partnership was treated by Foti and Plunkett as still then…”

McDonald v. Fox, 13 Mass. L. Rptr. 235 (Mass. Super. Ct. 2001). “This claim, however, must fail as G.L.c. 109, section 8, requires a limited partnership to be registered via a certificate filed with the Secretary of State for the Commonwealth.”

— Mass. Gen. Laws ch. 109, § 8(a) — 2 cases

Saulnier v. Fanaras Enter., Inc., 618 A.2d 841 (N.H. 1992). “109, § 8(a) (West 1990) provided that in order to form a limited partnership, two or more persons must have executed a certificate including thirteen required pieces of information. Section 8(b) of chapter 109 provides: “A limited partnership is formed at the time of the filing…”

Plunkett v. First Fed. Sav. & Loan Ass'n, 18 Mass. App. Ct. 294 (Mass. App. Ct. 1984). “202, § 1; but see now the Revised Uniform Limited Partnership Act, G. L. c. 109, § 8(a) (11). The trial judge found (as has been stated in note 3, supra), that the tone of the agreement of May, 1972, suggested that the partnership was treated by Foti and Plunkett as still then…”

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