Massachusetts LLC Operating Agreement Template
Not required by statute: chapter 156C only defines the operating agreement as any written or oral agreement of the members (§ 2(9)) and contains no adoption mandate. Mass.gov's LLC startup guide lists creating one as a step but cites no statutory duty. Fill in the form to build a Massachusetts operating agreement for a single-member or multi-member LLC, governed by the Massachusetts Limited Liability Company Act. Download it as PDF or Word and keep the signed copy with the company records; it is not filed with the state.
This template is a starting point, not legal advice, and Jupid is not a law firm. LLC law differs by state, and Massachusetts courts apply Massachusetts law. Have an attorney licensed in your state review the agreement before every member signs, especially if members contribute property, receive unequal rights, or plan to bring in investors.
Company
Governed by the Massachusetts Limited Liability Company Act. Not required by statute, but strongly recommended. Massachusetts rules
Owners
Member
Management
Match what your Certificate of Organization says, if it states the management structure.
Taxes
Succession
Lets the LLC continue without a gap in ownership. Coordinate with your will or trust.
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Operating Agreement of Blue Harbor Studio LLC
A Massachusetts single-member, member-managed limited liability company
This Operating Agreement (this "Agreement") of Blue Harbor Studio LLC (the "Company") is made effective as of March 2, 2026 (the "Effective Date") by its sole member listed in Schedule A (the "Member").
Article 1. Formation
1.1 Formation. Blue Harbor Studio LLC (the "Company") was formed as a Massachusetts limited liability company on March 2, 2026 by filing its Certificate of Organization with the Massachusetts Secretary of the Commonwealth. The Massachusetts Limited Liability Company Act (the "Act") and this Agreement govern the Company. Where this Agreement differs from a default rule of the Act, this Agreement controls to the extent the Act allows.
1.2 Purpose. The purpose of the Company is graphic design, branding and marketing services, and any other lawful business for which a limited liability company may be formed under the Act.
1.3 Principal Office. The Company's principal office is at 1200 Main Street, Suite 300, Boston, MA, or at another place the Member chooses.
1.4 Registered Agent. The Company's registered agent and registered office in Massachusetts are those stated in its most recent filing with the Massachusetts Secretary of the Commonwealth.
1.5 Term. The Company continues until it is dissolved and its affairs are wound up under Article 10.
Article 2. Sole Member and Capital
2.1 Sole Member. Alex Rivera (the "Member") is the sole member of the Company and owns 100% of the membership interests. The Member's address and Capital Contribution are listed in Schedule A.
2.2 Capital Contribution. The Member has contributed or will contribute the money, property or services stated in Schedule A. The Member is not required to make any additional contribution but may do so at any time.
2.3 No Interest on Capital. The Member earns no interest on its Capital Contributions. A loan from the Member to the Company is not a Capital Contribution.
Article 3. Allocations and Distributions
3.1 Profits and Losses. All profits and losses of the Company are allocated to the Member.
3.2 Distributions. The Member decides when the Company makes distributions and in what amounts.
3.3 Limits on Distributions. The Company will not make a distribution if, after the distribution, the Company could not pay its debts as they become due in the ordinary course of business, its total liabilities would exceed its total assets, or the distribution would otherwise violate the Act.
Article 4. Tax Classification
4.1 Classification. The Company has one Member. Under Treasury Regulations Section 301.7701-3(b)(1)(ii), it is disregarded as an entity separate from its owner for federal income tax purposes unless the Member elects otherwise by filing IRS Form 8832 or Form 2553. Being disregarded for income tax purposes does not change the Company's separate legal existence or the Member's limited liability under the Act.
Article 5. Management
5.1 Management by the Member. The Company is member-managed. The Member has full authority to run the business, sign contracts, open accounts and take any other action for the Company. The Member may act by signing a written consent and is not required to hold meetings.
5.2 Officers and Agents. The Member may appoint officers or agents, give them titles and delegate authority to them in writing.
Article 6. Transfers and Additional Members
6.1 Transfers. The Member may transfer all or part of its membership interest. A person who receives the Member's entire interest is admitted as a member when the transfer takes effect.
6.2 Additional Members. The Member may admit additional members by written consent. When a second member is admitted, the members will sign an amended operating agreement that covers voting, distributions and transfers. Once the Company has two or more members, it is classified as a partnership for federal income tax purposes unless it has elected to be taxed as a corporation.
Article 7. Death or Incapacity of the Member
7.1 Successor on Death. On the Member's death, the person who inherits the Member's interest under the Member's will or trust or under the laws of intestacy succeeds to the Member's entire interest and is admitted as the member effective as of the date of death, so that the Company continues without dissolution. Until the successor is admitted, the Member's personal representative may exercise all of the Member's rights to manage the Company.
7.2 Incapacity. If the Member becomes unable to manage the Company because of a physical or mental condition, the Member's agent under a durable power of attorney, or a court-appointed guardian or conservator, may exercise the Member's management rights until the Member can act again.
Article 8. Books, Records, Bank Accounts and Separateness
8.1 Books and Fiscal Year. The Company keeps complete and accurate books of account. Its fiscal year is the calendar year unless tax law requires otherwise, and its books are kept on the cash or accrual method the Member chooses for its tax returns.
8.2 Records. The Company keeps the records required by M.G.L. c. 156C, § 9, at the location that section requires, including a copy of its Certificate of Organization and all amendments, this Agreement and all amendments, a current list of its Member with addresses, Capital Contributions, and its federal, state and local tax returns and financial statements for at least the three most recent years.
8.3 Bank Accounts. All Company money is deposited in accounts in the Company's name and used only for Company purposes. Company funds are never mixed with the personal funds of the Member. The Member, and anyone they authorize in writing, may sign on Company accounts.
8.4 Separate Existence. The Company holds itself out as a legal entity separate from the Member. It signs contracts in its own name, pays its debts from its own funds, keeps its own books and accounts, and does not pay the personal expenses of the Member. These practices help preserve the limited liability the Act gives to the Member.
Article 9. Limited Liability, Exculpation and Indemnification
9.1 Limited Liability. To the fullest extent the Act allows, no Member or officer is personally liable for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, solely because of that role. A failure of the Company to observe formalities is not a ground for imposing personal liability on the Member.
9.2 Exculpation. No Member or officer is liable to the Company for any act or omission in good faith on behalf of the Company, except for gross negligence, willful misconduct, a knowing violation of law, a transaction from which the person received an improper personal benefit, or a breach of this Agreement.
9.3 Indemnification. To the fullest extent the Act allows, the Company will indemnify and hold harmless the Member and each officer against losses, judgments, settlements and reasonable legal fees arising from claims related to the Company's business, except for conduct listed as an exception in Section 9.2. The Company may advance legal fees if the person agrees in writing to repay them if it is later determined that the person was not entitled to indemnification.
9.4 Insurance. The Company may buy insurance on behalf of any person it may indemnify.
Article 10. Dissolution and Winding Up
10.1 Events of Dissolution. The Company dissolves only on:
- the Member's written decision to dissolve;
- the sale of all or substantially all of its assets, after the sale proceeds are collected;
- the Company having no member, if no successor is admitted under Article 7 and the Company is not otherwise continued as the Act permits;
- entry of a court order of dissolution; or
- any other event that requires dissolution under the Act.
10.2 Winding Up. On dissolution, the Member will wind up the Company's affairs, sell or distribute its assets, and file the dissolution or cancellation documents the Massachusetts Secretary of the Commonwealth requires.
10.3 Order of Payment. Company assets are applied in this order: first, to creditors, including the Member if it is a creditor, in satisfaction of the Company's debts; second, to reasonable reserves for contingent liabilities; and third, to the Member.
Article 11. General Provisions
11.1 Governing Law. This Agreement is governed by the laws of the State of Massachusetts, including the Massachusetts Limited Liability Company Act (M.G.L. c. 156C, § 1 et seq.).
11.2 Entire Agreement. This Agreement, including its schedules, is the entire agreement of the Member about the Company and replaces any earlier oral or written agreement on the same subject.
11.3 Amendments. This Agreement may be amended only by a writing signed by the Member.
11.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the rest of the Agreement stays in effect, and the provision is enforced to the greatest extent allowed.
11.5 Binding Effect; No Third-Party Beneficiaries. This Agreement binds and benefits the Member and its permitted successors and assigns. No creditor or other third party may enforce it.
Signatures
The Member signs this Agreement effective as of the Effective Date.
Date: ________________
Schedule A: Member
| Member | Address | Capital contribution | Percentage interest |
|---|---|---|---|
| Alex Rivera | 48 Oak Lane, Boston, MA | $5,000 (Cash) | 100% |
| Total | $5,000 | 100% |
Template from jupid.com. Not legal advice; Massachusetts law varies, so have an attorney review this document before signing.
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Massachusetts Operating Agreement Facts
LLC statute
Massachusetts Limited Liability Company Act (M.G.L. c. 156C, § 1 et seq.)
Required?
Not required by statute: chapter 156C only defines the operating agreement as any written or oral agreement of the members (§ 2(9)) and contains no adoption mandate. Mass.gov's LLC startup guide lists creating one as a step but cites no statutory duty.
Filed with the state?
No. You file the Certificate of Organization with the Massachusetts Secretary of the Commonwealth; the operating agreement stays with the company records.
What the statute calls it
operating agreement
Records rule
Keep copies of any then effective written operating agreements (with the member list, certificate, three years of tax returns and financial statements) at the Massachusetts office named under § 5(1); members and managers may inspect and copy them (M.G.L. c. 156C, § 9(a)(4), (b)).
Annual or biennial report
Annual Report, $500, due on or before the anniversary date of filing the original certificate of organization.
Series LLCs
Not authorized (chapter 156C has no series provisions)
Community property state
No.
State entity tax
No LLC-level tax by default: Massachusetts classifies an LLC for state tax purposes the same way as for federal income tax; an LLC taxed as a corporation pays corporate excise (Mass.gov LLC guide).
How chapter 156C treats the operating agreement
Massachusetts LLCs are governed by the Massachusetts Limited Liability Company Act, chapter 156C of the General Laws. The Act defines an operating agreement as any written or oral agreement of the members about the company's affairs and the conduct of its business (M.G.L. c. 156C, § 2(9)). It does not order members to adopt one. Mass.gov's guide to starting an LLC lists creating an operating agreement as a step, but no section of chapter 156C makes it mandatory.
The agreement is not filed. The certificate of organization sent to the Corporations Division covers the name, the Massachusetts office where records are kept, the character of the business, the resident agent and any managers. The company must keep copies of any written operating agreement in effect at that office, along with its member list and three years of tax returns and financial statements, and members or managers may inspect and copy them (§ 9). Some defaults below change only through a written agreement, so a signed document matters more here than the broad definition suggests.
Massachusetts default rules when the agreement says nothing
Management is vested in the members unless the operating agreement says otherwise (§ 24(a)). In a company with no manager, each member may sign documents and act for the LLC (§ 24(c)).
Profits, losses and distributions are split by the agreed value of each member's contributions as recorded by the company, counting only contributions received and not returned (§§ 29, 30). Equal splits apply only if the agreement provides for them.
A member may resign when the operating agreement allows. Even if the agreement forbids it, a member can resign on at least six months' prior written notice to the company and to each other member and manager, although a resignation that breaches the agreement can lead to damages (§ 36). Unless a written operating agreement sets the payout, a resigning member is entitled to the fair value of the interest within a reasonable time (§ 32).
An assignee of an interest receives the assigned share of profits, losses and distributions but has no management role unless all other members approve or a procedure in a written operating agreement is followed (§§ 39, 41). The LLC dissolves on the written consent of all members (§ 43).
Massachusetts filings and terms to address
Every LLC files an annual report with the Corporations Division on or before the anniversary date of its original certificate, and the fee is $500 (Secretary of the Commonwealth). Massachusetts classifies an LLC for state tax purposes the same way it is classified federally, and an LLC taxed as a corporation pays the corporate excise (Mass.gov). Chapter 156C has no series LLC provisions. Terms worth putting in writing: a buyout formula to replace the fair value default, notice and timing rules for resignation, and the contribution values that drive profit splits. Check the current statute before relying on a default rule.
Frequently Asked Questions
Official References
Massachusetts statute sections and agency pages checked October 2026. Statutes change; confirm the current text before relying on a default rule.