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Massachusetts Multi-Member LLC Operating Agreement Form

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The Massachusetts multi-member LLC operating agreement is a legal document that would be completed by a company that will have more than one (1) managing member. The document is not a requirement by the state of Massachusetts, however, members should definitely consider implementation of the document as it shall create a separation of member’s assets from those of the business of which the members are financial contributors. Without the placement of the document, the member’s personal and financial assets will be at risk of being court ordered to be sold or liquidated if they are held liable for any damages as a result of any litigious action. This document will also provide specific tax benefits to those companies that implement it. Without the document’s filing with the state, the member’s would not be eligible for such benefits.

The members should take the time to collectively review the document before filing, inasmuch, all members must be in unanimous agreement to all aspects of the document. If the members feel they may require legal assistance, they may choose to meet with a trusted attorney for further assistance.

How to Write

Step 1 – Download the document and enter the name of the company in the first line at the top of the document

Step 2 – Agreement – Provide the following:

  • Enter a date when the document shall become effective (mm/dd/yyyy)
  • Submit members names

Step 3 – Company Organization – Members must review the following titles and provide complete the required fields:

Formation –

  • Submit commencement date (mm/dd/yyyy)
  • Enter the name of the company
  • Enter the name that shall be used for the conducting of the principal of the business

Name –

  • Provide the name that will be used to conduct the company’s business
  • Purpose – Review the statement

Office –

  • Provide the address to be maintained, whereas the company shall perform the principal of the business

Registered Agent –

  • Enter the full name of the agent initially registered
  • Enter the registered address of the agent’s office

Term –

  • Enter the date of the commencement of business (mm/dd/yyyy)

Read the final titles in this section:

  • Names and Addresses of Members
  • Admission of Additional Members

Step 4 – Titled Sections and All Subsections – Members must review the sections and subsections as follows:

  • Capitol Contributions (subsections 2.1 through 2.3)
  • Allocations of Profits and Losses;Distributions (subsections 3.1 through 3.3)
  • Indemnification
  • Powers and Duties of Managers, Section 5.1 (subsections 5.1.1 through 5.3)
  • Salaries, Reimbursement and Payment of Expenses (subsections 6.1 through 6.3)
  • Books of Account, Accounting Reports, Tax Returns, Fiscal Year, Banking (subsections 7.1 through 7.4)
  • Transfer of Membership Interest – 8.1 and 8.2 (subsections 8.2.1 through 8.2.5) – as well, 8.4 (subsection 8.4.1) and 8.5 (subsections 8.5.1 through 8.5.5)
  • Dissolution – Review 9.1  (subsections 9.1.1 through 9.1.4), also 9.2 (and subsections 9.2.1 through 9.2.3

Step 5 – General Provisions – Members shall review the information provided under the following titles:

  • Amendments
  • Governing Law
  • Entire Agreement; Modification
  • Attorney Fees
  • Further Effect
  • Severability
  • Captions
  • Notices

Step 6 – Additional Forms, Member’s Signatures and Notarization(s) – Members, must provide signatures to all forms before a notary so that they may be effective:

  • Members must submit typed or printed names
  • The Members shall enter their signatures

Listing of Members – Schedule 1 –

  • Submit the company name at the top of the page
  • Enter a date that the business shall become effective in dd/m/yy format
  • List all member’s names
  • Submit a physical addresses for all members
  • Member’s typed or printed names
  • Members must apply signatures

Listing of Capital Contributions -Schedule 2 –

  • Place the company name at the top of the page
  • Submit all members names
  • Submit the member’s contribution ($100.00 minimum required. No further obligation to offer future contribution)
  • Submit respective member’s percentage of interest
  • Submit the date of the member’s signatures (dd/m/yy)
  • Members must print or type their names
  • The members must apply their respective signatures

Listing of Valuation of Members Interest – Schedule 3 –

  • Enter the name of the company into the first line of the document
  • Submit all member’s names
  • Enter the amount that would indicate the member’s Valuation Endorsement
  • Date the members signatures – dd/m/yy
  • Submit the printed or typed member’s names
  • The member’s must place their signatures

Step 7 – Notarization –

  • Once the notary public has had the opportunity to witness and record member’s signatures, the notary shall complete the remaining, required information. This action shall acknowledge the member’s signatures. The notary must then submit signature and affix the notary seal.

Once the document has been completed all members must receive a copy of the document to keep with their personal records.


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