Starting a Limited Liability Company (LLC) in Massachusetts offers entrepreneurs numerous benefits, such as personal asset protection, flexible taxt ...
Massachusetts LLC Operating Agreement Template
Written by: Coralee Bechteler
Coralee is a business writer with experience in administrative services, education, and software testing.
Edited by: David Lepeska
David has been writing and learning about business, finance and globalization for a quarter-century, starting with a small New York consulting firm in the 1990s.
Updated on May 7, 2023
Massachusetts LLC Operating Agreement Template
In Massachusetts, your limited liability company (LLC) is not required to have an operating agreement in place. But it’s highly recommended, as an effective operating agreement can help avoid disputes and lawsuits that could threaten the stability of your LLC.
What is an LLC Operating Agreement?
A Massachusetts LLC operating agreement is an important legal document that details who owns the business and provides essential information pertaining to member duties. An LLC operating agreement establishes the financial relationship between members and the basics of the working relationships between those members and the managers who oversee daily operations.
The operating agreement is not filed with the state of Massachusetts, but instead remains private. It’s advisable to hire an attorney to ensure your operating agreement is thorough and legally binding.
We’ve provided two operating agreement templates for your use. One is for a single-member LLC if you are the sole member, and the other is for a multi-member LLC if your LLC has two or more members. The documents are customizable and should be adjusted for Massachusetts state and your business. These documents are for your internal use and are not filed with any governing body.
Download FREE Operating Agreement Templates
Disclaimer: These documents may need to be adjusted based on your circumstances and may not cover all situations. Your document also may need to be adjusted over time as your business evolves. These documents should not be considered legal advice. You should have your version of the document reviewed by your attorney to make sure that all necessary provisions are included to fit your business situation.
What Should Your Massachusetts LLC’s Operating Agreement Include?
Here are some key provisions that a Massachusetts LLC’s operating agreement should include:
- Basic information: Include the LLC’s name, principal office address, and the purpose of the business.
- Member details: List the names, contact information, and capital contributions of each member. Include the ownership percentage each member holds, as well as any changes in ownership structure that may occur in the future.
- Management structure: Specify whether the LLC will be managed by its members or by appointed managers. Define the roles, responsibilities, and decision-making authority of managers or managing members. If the LLC has a board of directors, the operating agreement will also include the role and responsibilities of the board members and how they are compensated.
- Voting rights and procedures: Outline the voting rights of members, including how votes will be allocated and how decisions will be made. Clearly state the requirements for a quorum and the voting thresholds for various decisions, such as amending the operating agreement or admitting new members.
- Profit and loss allocations: Define how profits and losses will be distributed among members, typically in proportion to their ownership interests.
- Distributions: Establish rules for distributing profits, losses, and other assets to members, including the timing and method of distributions.
- Tax treatment: State how the LLC will be treated for tax purposes, whether as a partnership, a corporation, or a disregarded entity.
- Recordkeeping and financial reporting: Specify the LLC’s recordkeeping and financial reporting requirements, including who is responsible for maintaining records and the frequency of financial reporting.
- Admission and withdrawal of members: Outline the procedures for adding new members or allowing existing members to withdraw from the LLC. This may include buyout provisions and the valuation process for a member’s interest.
- Dissolution and liquidation: Detail the circumstances and procedures for dissolving the LLC, as well as the process for distributing the remaining assets among the members. Operating agreement should also clearly define what happens when a member sells their interest, becomes disabled, or dies.
- Indemnification and limitation of liability: Include provisions to protect the LLC’s members and managers from personal liability for the LLC’s obligations, and to indemnify them for actions taken in good faith on behalf of the LLC.
- Dispute resolution: Establish a process for resolving disputes among members or between members and the LLC, such as mediation or arbitration.
- Governing law: Specify that Massachusetts law will govern the operating agreement and any disputes arising under it.
- Amendments: Describe the process for amending the operating agreement, including the required voting threshold and any notice requirements.
- Miscellaneous provisions: Include any other provisions specific to the LLC, such as non-compete or confidentiality agreements.
An LLC operating agreement provides legal and financial recourse for a number of situations. If conflicts arise between LLC owners pertaining to any of the above issues, the operating agreement will provide clarity. The specific language of the operating agreement lays out exactly how such conflicts will be resolved, how the business is structured, the dynamics of operations, and more.
Though Massachusetts has default rules on the books that address some of the issues that might arise between LLC members, your LLC operating agreement would override these default laws and give you greater control.
Remember that every LLC is unique, and the operating agreement should be tailored to suit your specific business needs. It’s always a good idea to consult with an attorney when drafting an operating agreement to ensure that it complies with Massachusetts law and adequately addresses your LLC’s unique circumstances.
How Much Does an Operating Agreement Cost?
Creating an operating agreement is free if you just draw it up yourself. Alternatively, you can pay for guidance from an online business advisory like ZenBusiness.
This is an extremely important document, so it’s recommended that you hire a professional service or law firm. If you choose to use an attorney to help you create this document, the price will be around $500 for a single-member LLC and $2,500 for a multi-member LLC.
Who Needs my LLC Operating Agreement?
One of the key reasons to have an operating agreement in place is that it makes your LLC more appealing to financial backers. Banks are likely to request to see your operating agreement when you apply for a loan. If you seek funding from investors, they will also want to see your operating agreement.
Though not legally required in Massachusetts, an operating agreement is a crucial document for LLC operations, ensuring your company is able to access adequate financing and settle any disputes. Keep in mind, you do not need to file your operating agreement with any state body. You simply need to take certain steps to ensure it’s legally binding and keep it in your records.
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