Section 15: Execution of certificate by authorized person
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/ma/part-i/title-xxii/chapter-156c/15·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
Section 15.
(a)Each certificate required by this chapter to be filed in the office of the state secretary shall be executed:
(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.