Massachusetts LLC Operating Agreement Template [PDF]

• Single-member LLC operating agreement: Used to determine the operation of the company run by a single member. It is less complex compared to other types of operating agreements since it doesn’t regulate relationships between multiple members.

• Multi-member LLC operating agreement: Here, two or more members form the LLC and use the operating agreement to determine how the company will operate and determine the rights and responsibilities of each member in the company.

• Member-managed LLC operating agreement: Used when the members want to directly make day-to-day decisions in the company. It outlines the duties and powers of each member of the company.

• Manager-managed LLC operating agreement: Here, the members don’t want to actively participate in the decision-making process and draft the operating agreement to determine the scope of authority of the professional manager who will run the company.

#1. Choose a Business Name For Your LLC

The business name must include the words “Limited Liability Company,” “LLC,” or “L.L.C.” and be distinguishable from other business names registered in Massachusetts. 

To check if the business name you have chosen is distinguishable, you can do a search for a business entity online.

#2. Choose the Type of LLC

Here, you have two options:

• Domestic LLC: an LLC that is established in Massachusetts.

• Foreign LLC: an LLC that is initially established outside Massachusetts but is also registered in Massachusetts.

#3. Nominate an Agent

Here, you should choose a person who will be in charge of receiving official notices and documents on behalf of the company. 

The registered agent can be an individual with a registered address in Massachusetts, a domestic company registered in the state, or a foreign company that has the authority to conduct business inside Massachusetts.

#4. File the Registration Documents

To register a domestic LLC, you must submit the Certificate of Organization.

To register a foreign LLC, you must submit the Application for Registration. Moreover, you must submit the Certificate of Existence or Certificate of Good Standing from the jurisdiction in which the company was initially established.

#5. Pay the Required Fee

For online registration, the filing fee is $520, while if you submit via mail, you will be required to pay a $500 registration fee. If you file your documents via mail, you must attach a check to your application documents and send them to the following address:

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

#6. Create your LLC Operating Agreement

Here, you should draft the operating agreement, provide the rules on how the company will be operated, and outline the rights and responsibilities of each member of the LLC. The document is not mandatory, and it doesn’t have to be registered with any governmental agency.

#7. Apply For an Employer Identification Number (EIN)

This number will enable you to apply for the company bank account, complete certain transactions, hire employees, and more. You can obtain it by filling out the SS-4 form or by applying for it at the IRS website.