The Massachusetts LLC operating agreement is a legal document that would be provided to sole proprietors or member managed, contributing members of any sized entity, to implement company procedures and policies, set forth by unanimous agreement with regard to multi-member companies. The document is in no way a requirement in the State of Massachusetts. However, if the owner or managing members should decide against implementation of the document, any litigious actions brought against a company for any reason could be devastating with regard to a sole owner’s or member’s personal assets. Without this document, there is no separation between the owner/member and the business debts and obligations. The company would also be able to enjoy tax benefits with the document in place.
The owner/members should read carefully through the document. If it’s discovered that there is a level of difficulty in understanding the language, they may wish to consider consulting with a business attorney for further assistance.
Table of Contents
Multi-Member – For use by an entity that has more than one (1) member that will participate in the contribution and management of the company. With this document, the members shall have the ability to collectively set forth the policies and procedures for management of the company.
Single-Member – For use by a sole owner so that they may establish the purpose of the company and its policies and procedures.
Choosing a name for your business is a preliminary step to the LLC filing process. The name chosen must contain the words ‘Limited Liability Company’ or one of the fitting abbreviations (L.L.C./LLC). Also, it is best to ensure that the name is available for use by in the State’s records.
Step 1 – Employer Identification Number (EIN)
Certain LLC filings in Massachusetts require the acquisition of an Employer Identification Number (EIN) prior to filing. This number can be obtained on the or through the filing of From SS-4. Regardless of whether or not your filings demand an EIN, it is still recommended that one be acquired as it will be needed to conduct financial transactions using the company name.
Step 2 – Registered Agent
A Registered Agent is a third-party that receives legal notices and correspondence on behalf of the company. The LLC must nominate a Registered Agent before submitting any filings to the State.
The Registered Agent may be a:
- Legal resident of Massachusetts
- Domestic corporation in Massachusetts
- Foreign corporation with authorization to transact business Massachusetts
Step 3 – Submit Registration Documents
The State will accept your LLC documents by mail (Adobe PDF) as well as through their online filing portal. Choose the application method which best suits your filing preference:
- Domestic LLC – Form a new business in the State
- Submit – or Mail
- *Foreign LLC – Register a preexisting business in the State
- Submit – or Mail
*A Certificate of Existence, or Certificate of Good Standing, must be included with all Foreign applications.
Step 4 – Pay the Filing Fee
Filing fees vary between the two methods of application; online filers will be required to supply $520 while applications filed by mail cost $500.
If filing by mail, enclose your payment and send all articles to the following address:
Secretary of the Commonwealth, One Ashburton Place, Room 1717, Boston, Massachusetts 02108-1512
Step 5 – LLC Operating Agreement
The LLC operating agreement provides managing member(s) the means to organize their internal affairs and to define any provision they might wish to establish. It is not required that the agreement be drafted, however, it is essential in standardizing the operating structure of the LLC.
Step 1 – Download the document. Submit the name of the company at the top of the form.
Step 2 – The Agreement – Submit a date indicating when the agreement shall become effective, in dd/mm/yyyy format.
- Select and check the applicable box
- Enter the information required
- Single-Member – Provide the company name and the state of location. Enter the owner’s name and place of business address
- Multi-Member – Submit each member’s name and address
Step 3 – Name and Principal Place of Business –
- Provide the registered company name
- Enter the business address
- The city of the business’s physical location
Read the remaining information – Enter any other required information:
- Enter the date of formation (dd/mm/yy)
- Read the information contained under the following titles:
Member Capitol Contributions –
- Select the box that applies
- Single-Members – Review all available information
- Multi-Members – Enter each member’s name and individual contribution
Distributions – Members shall review the following information:
- Check the appropriate box
- Single-Members – Review the information contained within
- Multi-Members – Enter each member’s name and Percentage of Interest
- Members must proceed by reviewing the remaining information
Step 4 – Books, Records and Tax Returns –
- Check the box that shall apply
- Review the information
Continue by conducting a review of the following titles:
- Bank Accounts
- Management of the Company
- Select and check the applicable box
- Single-Member – Review the information contained within this section
- Multi-Members – Read the information, continue
- Submit limits/maximums into each field provided
Step 5 – Titled Sections – Check the box, if applicable, and read the following:
- Meetings of Members – Enter an annual member meeting date
- Assignment of Interests
- Ownership of Company Property (Sole Proprietor)
- Right of First Refusal
- Admission of New Members
- Withdrawal Events
- Dissolution and Liquidation – Check the appropriate box and review the information
- Representations of Members
- Certificates Evidencing Membership (Multi-Member) – Provide a company name and an effective date (dd/mm/yyyy)
- Indemnification (Sole Proprietors/Owners)
Step 6 – Signatures –
- Date the execution of the agreement
- Provide the signature of a company representative
- Members must provide signatures
When the document is complete, members must receive individual copies for their personal records.