Massachussetts LLC Operating Agreement
The Massachusetts LLC Operating Agreement is the core document that is referred to when issues concerning a Massachusetts limited liability company (“LLC”) need to be resolved.
The LLC Operating Agreement is the most important document for your Massachusetts LLC.
In the case of a single member LLC, without the formality of an LLC Operating Agreement, the LLC can closely resemble a sole proprietorship, which does not limit your personal liability for business debts of the LLC.
With respect to a multi-member LLC, the LLC Operating Agreement reflects the agreement among the members with respect to the affairs and management of the LLC and governs the relationship amongst the members of the LLC. By having an LLC Operating Agreement, the members will be provided with a clear set of rules that all members have agreed upon greatly reducing the likelihood of disagreement between them in the future. A LLC Operating Agreement will also greatly reduce financial and management misunderstandings, and make sure your business is governed by your own rules -- not default rules created by the state of Massachusetts.
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The LLC operating agreement does not have to be filed with any state agency. All states, including the state of Massachusetts will enforce valid operating agreements entered into among LLC members. The operating agreement will only be enforced against the persons who are parties to the agreement. Therefore, it is extremely important that all members of an LLC sign the operating agreement.
Your Massachusetts Limited Liability Company
LLC Filing Office
Entity or Franchise Level Tax
Massachusetts generally does not require partnerships, LLCs taxable as partnerships, or disregarded single-member LLCs to pay a general net worth tax or a tax based on net income. However, an LLC that is disregarded for federal income tax purposes and that has an S corporation as its sole member will be separately taxed by Massachusetts as an S corporation.
State LLC Act
The Massachusetts LLC Act is contained in Title XXII, Chapter 156C of the Massachusetts Statutes
Important Statutory Rules
An LLC is managed by its members unless the Operating Agreement states that the LLC is to be managed by one or more managers.
Admission of Members
Unless otherwise provided in the Operating Agreement, new interests in the LLC must be issues with the written consent of all LLC members. Admission of a transferee member must be approved by unanimous written consent of the non-transferring members, unless otherwise specified in the Operating Agreement.
Amending the Operating Agreement
No statutory requirements exist for amending the Operating Agreement. The members may set their own rules for amending the Operating Agreement.
The approval of all members may voluntarily dissolve the LLC.
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