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Free Massachusetts LLC Operating Agreement Template

A Massachusetts LLC operating agreement defines how your business will be owned, managed, and run. While Massachusetts law doesn’t require LLCs to have an operating agreement, creating one is strongly recommended. Use our guided form builder to create your custom Massachusetts LLC operating agreement today.

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  • Duration 2 min
  • Download as PDF and Word
  • E-sign included

Written by Josh Sainsbury | Attorney-Reviewed by Harvey Barbee, J.D.

How It works?

1

Choose Your Form

Select your LLC type and state.

2

Answer Simple Questions

Complete our guided questionnaire in minutes.

3

Download Your Document

Get your personalized agreement in Word or PDF format.

Table of Contents

  1. What Is a Massachusetts LLC Operating Agreement?
  2. Laws, Costs, and Fees in Massachusetts
  3. How to Create a Massachusetts LLC Operating Agreement

What Is a Massachusetts LLC Operating Agreement?

A Massachusetts LLC operating agreement is an internal document that governs your company’s day-to-day operations, decision-making process, and ownership structure. It clarifies the rights and responsibilities of each member and protects your LLC from disputes or legal challenges.

Even single-member LLCs benefit from this agreement, as it reinforces the separation between business and personal assets.

Laws, Costs, and Fees in Massachusetts

LLC rules and operating agreement laws are covered under Chapter 156C – Limited Liability Company Act of the Massachusetts General Laws:

  • Section 9: Records and documents.
  • Section 21: Rights, powers, and duties of members.
  • Section 35: Liability for distributions exceeding the terms of the operating agreement.

LLC Formation Costs in Massachusetts:

  • Certificate of organization filing fee: $500 ($520 if filed online).
  • Name reservation fee: $30 for 60 days, and may be renewed for $30 for an additional 60 days thereafter.
  • Annual report fee: $500 ($520 for online filing).

You can verify fees and submit filings online through the Secretary of the Commonwealth.

How to Create a Massachusetts LLC Operating Agreement

Follow these steps to form your LLC and set up your operating agreement in Massachusetts:

  1. Name your LLC: Check name availability using the Secretary of the Commonwealth’s Business Database. You may also want to search the US Patent and Trademark Office database to ensure your name isn’t trademarked and avoid potential trademark infringement.
  2. Appoint a registered agent: Your registered agent can be an individual or a company authorized to do business in Massachusetts. They’ll receive official and legal correspondence on your LLC’s behalf.
  3. File your Certificate of Organization: Submit your certificate of organization either by mail or through the Secretary of the Commonwealth’s online portal. Include all LLC members and managers in your filing.
  4. Write your LLC operating agreement: Although not required by law, drafting an operating agreement establishes clear internal procedures and strengthens your company’s limited liability protection. Have all members review and sign the agreement. Keep a copy with your company’s records — it’s not filed with the state.
  5. Apply for an EIN: Obtain your Employer Identification Number (EIN) from the IRS website. This number is required for hiring employees, filing taxes, and opening a business bank account.
  6. Open a business bank account: Use your EIN to open a dedicated business bank account. Separating personal and business finances reinforces your liability protection and simplifies accounting.
  7. File annual reports and taxes: File your annual report with the Secretary of the Commonwealth each year to keep your LLC in good standing. Failure to submit this report for over two years can result in administrative dissolution.