Section 56. Except as otherwise provided in a written operating agreement, suit on behalf of the limited liability company may be brought in the name of the limited liability company by:
(a) any member or members of a limited liability company, whether or not the operating agreement vests management of the limited liability company in one or more managers, who are authorized to sue by the vote of members who own more than fifty percent of the unreturned contributions to the limited liability company determined in accordance with section twenty-nine; provided, however, that in determining the vote so required, the vote of any member who has an interest in the outcome of the suit that is adverse to the interest of the limited liability company shall be excluded; or
(b) any manager or managers of a limited liability company, if the operating agreement vests management of the limited liability company in one or more managers, who are authorized to sue by the vote of a majority in number of the managers; provided, however, that, in determining the vote so required, the vote of any manager who has an interest in the outcome of the suit that is adverse to the interest of the limited liability company shall be excluded.
Notes of Decisions
Zacharakis v. Melo (In re Melo), 558 B.R. 521 (Bankr. D. Mass. 2016).
· cites it 4× “See Mass. Gen. Laws ch. 156C, § 56 (permitting members to bring suits on behalf of an LLC and in its name, subject to certain conditions).”
Billings v. GTFM, LLC, 867 N.E.2d 714 (Mass. 2007).
· cites it 2× “G. L. c. 156C, § 56. 18 The procedural rule governing derivative actions by shareholders, *290 Mass.”
Williams v. Charles, 996 N.E.2d 475 (Mass. App. Ct. 2013).
· cites it 5× “In this appeal, we consider whether the plaintiffs, members of a Massachusetts limited liability company, have standing to bring derivative claims on the company’s behalf against the company’s manager, as provided in the Massachusetts Limited Liability Company Act, G. L. c.…”
Lacourse Builders, LLC v. D'Anello (In re D'Anello), 477 B.R. 13 (Bankr. D. Mass. 2012).
· cites it 2× “Pertinent to the standing issue, Mass. Gen. Laws ch. 156C, § 56, which governs suits on behalf of limited liability companies, provides: Except as otherwise provided in a written operating agreement, suit on behalf of the limited liability company may be brought in the name of…”
JT IP Holding, LLC v. Florence (D. Mass. 2020).
· cites it 2× “Mass. Gen. Laws ch. 156C, § 56, provides that “suit on behalf of the limited liability company may be brought in the name of the limited liability company” in one of two instances.”
Boisvert v. McDonough, 122 N.E.3d 1101 (Mass. App. Ct. 2019).
“See G. L. c. 156C, § 56. Kevin claims that Daniel should not be allowed to now request the receiver to attempt to collect unpaid rent from MECC because Daniel should have brought a derivative suit for that unpaid rent on behalf of the LLC.”
— Mass. Gen. Laws ch. 156C, § 56(a) — 3 cases
Zacharakis v. Melo (In re Melo), 558 B.R. 521 (Bankr. D. Mass. 2016).
“See Mass. Gen. Laws ch. 156C, § 56 (permitting members to bring suits on behalf of an LLC and in its name, subject to certain conditions).”
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