Massachusetts Partnership Agreement

Massachusetts partnership agreements govern a partnership’s roster and the procedures necessary to make changes to it. Additionally, this provides a stable guidebook to which partners follow when conducting and transacting business.

Last updated February 5th, 2025

Massachusetts partnership agreements govern a partnership’s roster and the procedures necessary to make changes to it. Additionally, this provides a stable guidebook to which partners follow when conducting and transacting business.

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Massachusetts Partnership Types (4)

Partnership Type State Filing Requirement
General Partnership (GP) There are no filing requirements, but all names must conform to the Commonwealth’s laws:Corporations Division Business Entity Search
Limited Partnership (LP) Limited Partnership Certificate ($200.00)
Limited Liability Partnership (LLP) Compose a statement with the required information: Secretary of the Commonwealth of Massachusetts Corporations Division or File Online
($500.00)
Limited Liability Limited Partnership (LLLP) File Online: Corporations Division: Online filing

Fiduciary Duty

A partner holds the responsibility of reporting “any benefit” and “any profits” derived without the knowledge or consent of the other partners, especially when related to the partnership’s “formation, conduct or liquidation” [1]

The partners of a partnership are its agents “for the purpose of its business.”[2]

Partners may only bind the partnership while “carrying on” the business of the partnership “in the usual way.” [3]

No partner may “dispose of the good will” of the business without the explicitly given consent of the other partners. [4]

Partners must avoid any act that interferes with or prevents “the ordinary business of the partnership” while they are partners.[5]

Partners must respect “a restriction” on their authority and thus avoid intentionally binding the partnership in a way that violates their partnership agreement, their status, and the law. [6]

Liability

Partnerships are responsible for a partner’s “wrongful act or omission” whenever it is a result of the normal conduct of the partnership’s business. [7]
Partnerships must “make good the loss” whenever a partner misapplies received money while working within the scope of their understood authority. [8]
General partners are responsible for “everything chargeable” to a general partnership accordingly. [9]
Registered limited liability partnerships protect their partners from personal obligation and, especially, from liability for the “liabilities chargeable to such partnership.” [10]
Partners who cause liabilities through their “own negligence, wrongful acts, errors or omissions will not affect a partnership’s availability “to satisfy debts” or “whom process may be served” when action is taken against the partnership.[11]
Limited partnerships protect limited partners from the partnership’s liability; however, there are exceptions, such as when a limited partner acts as a general partner by exerting “control of the business.”[12]

State Definitions (5)

General partner is a person in a limited partnership that is identified in the partnership agreement as a general partner as well as “named in the certificate of limited partnership. [13]
Limited partner is a person in a limited partnership and specifically listed as such “in accordance with the partnership agreement.” [14]
Limited partnership is “formed by two or more persons” in accordance with the Commonwealth and at least one general and at least one limited partner. [15]
Foreign limited partnership is a partnership that is organized, formed, and operates “under the laws of any state other than the commonwealth” but is explicitly required to have at least one general and at least one limited partner. [16]
Foreign registered limited liability partnership is an LLP that is formally registered in another jurisdiction (other than Massachusetts) as a limited liability partnership and operates under such an agreement. [17]