Massachusetts LLC Operating Agreement

Key Takeaways

Massachusetts law does not require an LLC to have an operating agreement. Drafting one will protect you legally and help you resolve any issues.
Utilize our free Massachusetts LLC Operating Agreement template to ensure compliance with state laws.
To form an LLC in Massachusetts, you’ll need to file a Certificate of Organization with the Massachusetts Secretary of the Commonwealth, appoint a registered agent, and satisfy the necessary filing fee.

Massachusetts LLC Operating Agreement Templates by Type

Single Member LLC

Basic Single Member LLC Operating Agreement

Used 4,920 times

Are you required to uphold your limited liability corporation status in accordance with state law? If the business is sued, the owner’s assets may be safeguarded by this agreement.

Use Basic Single Member LLC Operating Agreement

For sole ownership of an LLC in Massachusetts, leverage this specialized template tailored to meet the unique requirements of single-member businesses.

Multi Member LLC

Multi-Member LLC Operating Agreement Template

Used 4,872 times

Ensure that your newly formed LLC is run the right way by having a multi-member operating agreement in place.

Use Multi-Member LLC Operating Agreement Template

Promote collaboration and governance among LLC co-owners in Massachusetts with this comprehensive resource, designed to facilitate clear communication and effective decision-making processes.

50/50 LLC

50/50 LLC Operating Agreement Template

Used 4,872 times

This free 50/50 LLC Operating Agreement template for businesses with equal ownership.

Use 50/50 LLC Operating Agreement Template

Establish a structured partnership model for equitable ownership and management in a Massachusetts LLC using this versatile template.

Member-managed LLC

Member-Managed LLC Operating Agreement Template

Used 4,919 times

A manager is chosen by the firm owners to oversee day-to-day operations in a manager-managed LLC. Use this Member-Managed LLC Operating Agreement Template right away.

Use Member-Managed LLC Operating Agreement Template

Efficiently delegate management responsibilities within a Massachusetts LLC with this simplified framework. It provides clarity on the division of managerial duties, empowering appointed members to oversee day-to-day operations.

Legal Requirements

The Limited Liability Company Act (Chapter 156C) governs LLC business laws.
In that Chapter, the Operating Agreement Statutes in Section 9 (Records and Documents) and Section 35 (Liability for distribution in excess of terms of operating agreement) are very important.
In this state, an operating agreement is an oral or written agreement. It’s between members of an LLC to describe its affairs and “conduct of its business.”
Massachusetts laws don’t require this agreement when establishing this type of company.
The company’s name must include some form of LLC, L.L.C., or Limited Liability Company.

How to Form LLC in Massachusetts

While an operating agreement isn’t necessary in the state, it’s always a good idea to have one. However, how would you form an LLC?

Choose an Available Name

The first step is to secure a name for your business. Ensure it contains all of the required details and that it’s unique.
You can search for the name on the state government’s website to ensure no one else has registered a business under that name.

Get an EIN Number

Once you’ve chosen a name, the next step in business is to acquire an Employer Identification Number (EIN).
It’s not always necessary to get one, like if you’re a sole proprietor or single-member company with no employees.
You can get one by filing an SS-4 form or through the IRS website if you need one.

Nominate a Registered Agent

Decide on a registered agent. This person will receive official correspondence and legal notices on the company’s behalf.

Submit the Registration Documents

There’s an online filing portal where you can submit the registration document. You get this government-issued document on the state government’s website.
For domestic LLCs, it’s the Certificate of Organization (CoO).
For foreign LLCs, it’s the Application for Registration (AoR).

Pay the Filing Fees

The filing fee changes depending on how you register your company. You can file the document by mail and pay a $500 fee.
You can also file it online and pay a $520 fee.

If you decide to draw an agreement, you can do so once the company is registered.

Specific Massachusetts LLC Laws

State Income Tax: The state income tax position depends on the LLC type. Massachusetts has four LLC types (sole proprietorship, partnership, and S or C corporations). A sole proprietorship is disregarded for federal and state taxes, while partnerships and corporations will have tax purposes.

Annual Reporting Requirements: The company must file an annual report with the Corporations Division. It should contain the same information as on the CoO and any changes.

Registered Agent Requirement: The registered agent must be a legal resident in Massachusetts. However, it can also be a domestic or authorized foreign corporation.

Foreign LLC Registration: Foreign LLC registration requires an AoR. They must also supply Certificates of Good Standing or Existence with the application.

Real Estate Considerations: If you want a Limited Liability Company to hold real estate, then the company must be on the property’s deed. You’ll have to transfer the property to the LLC through the registry of deeds. However, if you’re still paying a mortgage on the property, the lender might not approve the transfer unless you default.

Employment Laws: Massachusetts has specific employment laws. If you’re hiring company employees, you must satisfy specific conditions. This process includes checking whether they’re eligible to work in the state. However, you must abide by the minimum wage, work hours, and compensation structure set forth by state legislation.