Massachusetts LLC Operating Agreement Template [PDF]

Learn the best method to secure your business interests by reading our guide on how to draft the Massachusetts operating agreement.

Last update: 15 Feb 2024

Massachusetts LLC Operating Agreement Template [PDF]

The Massachusetts limited liability company (LLC) operating agreement is a legal document that provides details on each member's contribution, rights, and duties within the LLC.

The LLC operating agreement, or business operating agreement, is a document that enables LLC members to determine how their company will be operated in a more detailed manner compared to the broad provisions of federal and state laws regarding LLCs.

Is an Operating Agreement Required in Massachusetts?

No, the operating agreement is not a required document when forming an LLC in Massachusetts. Regardless, many parties decide to draft the operating agreement when forming an LLC to optimize the operation of their business.

4 Main Types of Operating Agreements

Before drafting the operating agreement, parties need to choose the type of document that suits their needs best:

Types of Operating Agreements

  • 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.

Laws and Legal Requirements for LLC Operating Agreements in Massachusetts

Chapter 156C of the Massachusetts Code, called the Limited Liability Company Act, is a set of regulations that determine the status of LLCs in Massachusetts.

Moreover, there are a few sections of this act that regulate the status of operating agreements:

Laws and Legal Requirements

  • Section 9: Records and documents

  • Section 35: Liability for distribution in excess of terms of the operating agreement

How to Form a Limited Liability Company (LLC) in Massachusetts

Here, you can see the step-by-step process for establishing an LLC in Massachusetts.

How to Form a LLC in Massachusetts

#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.

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