Operating agreement
Massachusetts LLC Operating Agreement
Massachusetts does not file an operating agreement with the state, but the LLC must keep any written operating agreement at its Massachusetts office along with its member list, certificate, three years of tax returns and financial statements (c. 156C, § 9). The agreement sets ownership, voting, distributions and exits, and it overrides most default rules. It is included in our Pro and Complete packages.
Massachusetts fees re-checked against the Massachusetts General Laws and the Corporations Division Filing Fees page: November 11, 2026
Heads up: we are an independent company that prepares and submits Massachusetts filings for owners. We are not the Secretary of the Commonwealth or its Corporations Division, and we do not give legal advice. Every state charge passes through at the exact amount billed, shown separately from our service fee.
- Filed with the Massachusetts Corporations Division
- We track your Massachusetts annual report
- Cited to M.G.L. chapters 156C and 156D
- Talk to a filer: (386) 465-3937
Massachusetts LLC Operating Agreement: the Massachusetts specifics
Records kept at the office
A current list of members and managers with addresses, the certificate and amendments, federal, state and local tax returns for the three most recent years, any written operating agreement, and financial statements for the three most recent years (c. 156C, § 9).
Check it: M.G.L. c. 156C, § 9Default management
Members manage the LLC unless the operating agreement vests management in managers (c. 156C, § 24). If you name managers in the certificate, the agreement should explain their authority.
Check it: M.G.L. c. 156C, § 24Indemnification is allowed
An LLC may indemnify members and managers subject to the standards in its agreement (c. 156C, § 8). Without written terms, it is unclear who covers a manager's legal costs.
Check it: M.G.L. c. 156C, § 8The agreement is part of your required records
Chapter 156C, § 9 tells an LLC to keep any written operating agreement at its Massachusetts office together with the member list, certificate, and three years of tax returns and financial statements. That makes the agreement something a member can ask to see.
Keep a signed copy with every amendment, dated, in the same folder.
Source: malegislature.gov
Clauses that prevent multi-member fights
Write down capital contributions and what happens if someone misses one, how profits and distributions are shared, how votes are counted, who can sign contracts, and how a member leaves or sells. Add a buyout formula and a deadlock rule.
If you name managers in the certificate, the agreement should define their authority and how members remove them (c. 156C, § 24).
Source: malegislature.gov
What happens without one
Without a signed agreement, the LLC runs on the default rules in chapter 156C, which may not match what the owners agreed to. Members manage by default, and the statute still requires a writing covering contributions and distribution rights if no agreement does (c. 156C, § 9).
Source: malegislature.gov
Keep the signed copy where the law expects it
Chapter 156C, section 9 requires the LLC to keep a copy of the written operating agreement and any amendments at its Massachusetts office, along with a current list of members and managers. Store the signed PDF with the certificate of organization so a bank or buyer can see it the same day.
Source: malegislature.gov
Massachusetts LLC Operating Agreement: questions
It is not filed, but a signed agreement shows the company is run separately from you, which banks and courts look for.
Check it: M.G.L. c. 156C, § 9Yes. Members can agree on distributions that differ from capital contributions, as long as it is written into the agreement.
Check it: M.G.L. c. 156C, § 24Yes. Corp USA prepares and submits your Massachusetts filing with the Corporations Division for you. The official state fee is passed through at cost, with our service fee shown separately at checkout, so you never have to work through the state's filing system yourself.
Check it: Massachusetts Secretary of the Commonwealth, Corporations DivisionReady when you are, Massachusetts.
Heads up: we are an independent company that prepares and submits Massachusetts filings for owners. We are not the Secretary of the Commonwealth or its Corporations Division, and we do not give legal advice. Every state charge passes through at the exact amount billed, shown separately from our service fee.