Massachusetts General Laws ch. 156C sec. 15 – Execution of certificate by authorized person
Section 15. (a) Each certificate required by this chapter to be filed in the office of the state secretary shall be executed:
Terms Used In Massachusetts General Laws ch. 156C sec. 15
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Attorney-in-fact: A person who, acting as an agent, is given written authorization by another person to transact business for him (her) out of court.
- Fiduciary: A trustee, executor, or administrator.
- Power of attorney: A written instrument which authorizes one person to act as another's agent or attorney. The power of attorney may be for a definite, specific act, or it may be general in nature. The terms of the written power of attorney may specify when it will expire. If not, the power of attorney usually expires when the person granting it dies. Source: OCC
- Trustee: A person or institution holding and administering property in trust.
(1) by any manager if the limited liability company has managers or by any other authorized person set forth in the certificate of organization or any amendment thereto;
(2) if the limited liability company has not been formed, by the person or persons forming the limited liability company; or
(3) if the limited liability company is in the hands of a receiver, trustee, or other court-appointed fiduciary, by such receiver, trustee or fiduciary.
(b) Unless otherwise provided in the operating agreement, any person may sign any certificate or amendment thereto or enter into the operating agreement or amendment thereto by an agent, including an attorney-in-fact. An authorization, including a power of attorney, to sign any certificate or amendment thereto or to enter into the operating agreement or amendment thereto need not be in writing, need not be sworn to, verified or acknowledged, and need not be filed in the office of the state secretary, but if in writing, must be retained by the limited liability company.
(c) The execution of a certificate by an authorized person constitutes an affirmation, under the penalties of perjury, that the facts stated therein are true.