Massachusetts LLC Operating Agreement Sample

Use the builder above to fill in the Massachusetts form online. For a general overview that applies in any state, read our article on printable LLC operating agreements.

Massachusetts LLC Definition and Laws

Massachusetts law defines an operating agreement as any written or oral agreement of the members as to the affairs of a limited liability company and the conduct of its business. The definition sits in Section 2 of Chapter 156C, the Massachusetts Limited Liability Company Act.^[2] The statute's own words are quoted below.

"Operating agreement", any written or oral agreement of the members as to the affairs of a limited liability company and the conduct of its business.

• Written or oral. The definition covers any written or oral agreement of the members, so an oral agreement can be valid. Having every member sign a written agreement is good practice, not a legal requirement, and notarizing it is optional.^[2]
• Management by default. Unless otherwise provided in the operating agreement, management of a limited liability company is vested in its members. So the agreement is the place to write down a different arrangement.^[1]

What Our Sample Covers

Our free Massachusetts LLC operating agreement template is a 15-page form for an LLC with one member and one or more managers. It has 31 numbered sections and three schedules. The list shows what the main sections cover.

• LLC details: the name, the principal business office, and the registered agent (Sections 1 to 3).
• The Member and the purpose of the business (Sections 4 and 6).
• Management structure: a Board of one or more Managers, plus optional Officers (Sections 8 and 9).
• Money: capital contributions, profits and losses allocated to the Member, and distributions (Sections 11 to 14).
• Fiscal year, books, and records (Section 15).
• Limited liability, exculpation, and indemnification (Sections 10 and 17).
• Resignation, admission of additional members, and dissolution (Sections 19 to 21).
• Amendments, effectiveness, and disregarded entity status for federal tax (Sections 27, 30, and 31).

Section 8 makes the LLC manager-managed. Massachusetts lets the operating agreement set a different arrangement than the default, which is management by the members.^[1] The Member chooses the number of Managers and lists them on Schedule B.

Single-Member LLC Operating Agreement

A single-member LLC has one owner, so the operating agreement records how that one Member runs the business. Our sample names the Member as the sole equity member and sets up a Board of one or more Managers to run the business.

• The Member is the only owner, and the sample lists the Member on Schedule B.
• The Member can name one Manager or several, and can add Officers if the business needs them.
• The Member's initial capital contribution is described on Schedule C.
• Section 31 treats the LLC as a disregarded entity for federal tax purposes.

If another person joins as a member later, the agreement needs to change. Section 20 covers admitting additional members, and Section 27 covers amendments. For an LLC that starts with two or more members, use the multi-member version linked above.

How to Fill Out the Form

Fill in the Massachusetts form with the builder above, or download the PDF and complete it with the PDF editor or by hand. Work through the parts in the order they appear on the form. Keep the date your Articles of Organization were filed handy, because the form asks for it more than once.

1. Preamble. Enter the LLC name, the state, and the date. Then add the Member's name, the date the Articles of Organization were filed, and the LLC statute reference where each bracketed prompt asks. The form prints the year 2021 in the date line, so check it.
2. Sections 1 to 3. Repeat the LLC name in Section 1. Write the principal business office address in Section 2. Enter the registered agent's name and address in Section 3.
3. Section 6, Purposes. Select one box. Either describe the business in the blank or select All matters permitted by applicable law.
4. Section 8, Managers. Enter the initial number of Managers in Section 8(a). The Managers' names go on Schedule B.
5. Section 8(g), Compensation of Managers. Select one box. Managers may be paid expenses, or there is no compensation or expense reimbursement. The choices run onto page 4.
6. Section 9, Officers. Select whether the LLC has no Officers or has Officers. If you choose Officers, write each Officer's role where the form asks.
7. Section 15, Fiscal Year. Enter the date the fiscal year starts and the date it ends.
8. Section 30, Effectiveness. Enter the date the entity was formed, which is the date of the Articles of Organization filing.
9. Signature block. Sign on the By line as the Member, then print the name and title below it. Sign only after every blank above is filled in. The form has no notary or witness lines.
10. Schedule A, Definitions. Enter the date the entity was formed in the Articles of Organization definition. Leave the other definitions as printed.
11. Schedule B, Member, Managers and Officers. Enter the Member's name and address, for example Anna Baker. Then list the initial Managers and, if Section 9 has Officers, the initial Officers.
12. Schedule C, Initial capital contribution. Describe what the Member contributed to the LLC on the Insert Description line.

Under Mass. Gen. Laws ch. 156C, § 12, the filing that forms a Massachusetts LLC is a certificate of organization. It is the filing this form calls the Articles of Organization.^[3]

Under Mass. Gen. Laws ch. 156C, § 3, the LLC name must contain the words "limited liability company" or "limited company", or the abbreviation "L.L.C.", "L.C.", "LLC" or "LC".^[4]

The registered agent you name on the form is what Massachusetts law calls a resident agent for service of process, the person who receives legal papers for the LLC. Under Mass. Gen. Laws ch. 156C, § 5, the agent must be an individual who lives in Massachusetts, a Massachusetts corporation, or another corporation authorized to do business in Massachusetts.^[5]

Frequently Asked Questions

These are the questions people ask most about operating agreements for Massachusetts LLCs. Each answer cites the Massachusetts statute behind it. For advice about your own LLC, ask a Massachusetts attorney.

What is an operating agreement in Massachusetts?

It is any written or oral agreement of the members as to the affairs of a limited liability company and the conduct of its business.^[2] Because the definition includes oral agreements, an agreement does not have to be on paper to count.

What are the LLC requirements in MA?

The Massachusetts rules we have verified for this page are about the operating agreement of the LLC. Registering the LLC is a separate step, so check the state's official LLC filing guidance before you file.

• Operating agreement: the statute defines it as any written or oral agreement of the members as to the affairs of the company and the conduct of its business.^[2]
• Oral agreements: an oral operating agreement of the members can be valid.^[2]
• Management: unless the operating agreement says otherwise, the members manage the LLC.^[1]

Who manages a Massachusetts LLC by default?

The members do. Unless otherwise provided in the operating agreement, the management of a limited liability company is vested in its members.^[1]

Other Massachusetts Forms
Listed here are various other Massachusetts templates downloaded by our visitors. Try out our powerful creator to customize any of these documents to your requirements.

Massachusetts Last Will Massachusetts Small Estate Affidavit Massachusetts Bill of Sale Massachusetts Power of Attorney Massachusetts Rental Lease Agreement Massachusetts Eviction Notice Massachusetts Promissory Note Massachusetts Non-compete Agreement Massachusetts Prenuptial Agreement Massachusetts Marital Settlement (Divorce) Agreement

General information, not legal or tax advice.

Sources

1. Mass. Gen. Laws ch. 156C, s. 24(a).
2. Mass. Gen. Laws ch. 156C, § 2.
3. Mass. Gen. Laws ch. 156C, § 12.
4. Mass. Gen. Laws ch. 156C, § 3.
5. Mass. Gen. Laws ch. 156C, § 5.

Jennifer M. Settles

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