Massachusetts LLC Operating Agreement Templates

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A Massachusetts LLC operating agreement is a legal document that would be provided to sole proprietors or member managed, contributing members of any sized entity, to implement company procedures and policies, set forth by unanimous agreement with regard to multi-member companies. The document is not a requirement in the State of Massachusetts. However, if the owner or managing members should decide against the implementation of the document, any litigious actions brought against a company for any reason could be devastating with regard to a sole owner’s or member’s personal assets. Without this document, there is no separation between the owner/member and the business debts and obligations. The company would also be able to enjoy tax benefits with the document in place.

Limited Liability Company ActChapter 156C

State Definition – Chapter 156C, Section 2(9)

By Type (2)

Multi-Member LLC Operating Agreement – For use by an entity that has more than one (1) member that will participate in the contribution and management of the company. With this document, the members shall have the ability to collectively set forth the policies and procedures for the management of the company.

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Single-Member LLC Operating Agreement – For use by a sole owner so that they may establish the purpose of the company and its policies and procedures.

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Table of Contents

How to Form an LLC in Massachusetts (5 steps)

Choosing a name for your business is a preliminary step to the LLC filing process. The name chosen must contain the words ‘Limited Liability Company’ or one of the fitting abbreviations (L.L.C./LLC). Also, it is best to ensure that the name is available for use by Searching for the Name in the State’s records.

Step 1 – Employer Identification Number (EIN)

Certain LLC filings in Massachusetts require the acquisition of an Employer Identification Number (EIN) prior to filing. This number can be obtained on the IRS Website or through the filing of Form SS-4. Regardless of whether or not your filings demand an EIN, it is still recommended that one be acquired as it will be needed to conduct financial transactions using the company name.

Step 2 – Registered Agent

A Registered Agent is a third-party that receives legal notices and correspondence on behalf of the company. The LLC must nominate a Registered Agent before submitting any filings to the State.

The Registered Agent may be a:

  • Legal resident of Massachusetts
  • Domestic corporation in Massachusetts
  • Foreign corporation with authorization to transact business Massachusetts

Step 3 – Submit Registration Documents

The State will accept your LLC documents by mail (Adobe PDF) as well as through their online filing portal. Choose the application method which best suits your filing preference:

  • Domestic LLC – Form a new business in the State
  • *Foreign LLC – Register a preexisting business in the State

*A Certificate of Existence, or Certificate of Good Standing, must be included with all Foreign applications.

Step 4 – Pay the Filing Fee

Filing fees vary between the two methods of application; online filers will be required to supply $520 while applications filed by mail cost $500.

If filing by mail, enclose your payment and send all articles to the following address:

Secretary of the Commonwealth, One Ashburton Place, Room 1717, Boston, Massachusetts 02108-1512

Step 5 – LLC Operating Agreement 

The LLC operating agreement provides managing member(s) the means to organize their internal affairs and to define any provision they might wish to establish. It is not required that the agreement be drafted, however, it is essential in standardizing the operating structure of the LLC.

(Video) How to Make an LLC Operating Agreement in Massachusetts