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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or more members, will be managed by its members or by elected
managers, or will be granting one or more members an interest
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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
Commonwealth
of Massachusetts
Corporations Division
One Ashburton Place, 17th Floor
Boston, MA 02108
Tel: 617-727-9640
www.state.ma.us/sec/cor
Check Name Availability
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
LLC Management
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.
Dissolution
The
approval of all members may voluntarily dissolve the LLC.
GET A CUSTOMIZED MASSACHUSETTS
LLC OPERATING AGREEMENT IN MINUTES
