Operating Agreement Template Massachusetts

OPERATING AGREEMENT: LIMITED LIABILITY COMPANY

Document ID: LLC-MA-2024-001
Effective Date: [Date of Formation]
Version: 1.0
Governing Jurisdiction: Commonwealth of Massachusetts

---

LEGAL DISCLAIMER

This document is provided for informational purposes as a template based on the Massachusetts Limited Liability Company Act (M.G.L. c. 156C). It does not constitute formal legal advice or create an attorney-client relationship. Given the complexity of fiduciary duties, tax elections (Subchapter S or C), and securities regulations, you are strongly advised to have this document reviewed by qualified Massachusetts legal counsel and a tax professional prior to execution.

---

ARTICLE I: FORMATION AND PARTIES

1.1 Formation. The Members have formed a Limited Liability Company ("Company") under the laws of the Commonwealth of Massachusetts by filing a Certificate of Organization with the Secretary of the Commonwealth.

1.2 Parties. This Agreement is entered into by and between: [Company Full Legal Name], a Massachusetts LLC, having its principal place of business at [Company Principal Address] (“Company”); and [Member 1 Full Legal Name], residing at [Address] (“Member 1”); and [Member 2 Full Legal Name], residing at [Address] (“Member 2”).

---

ARTICLE II: BUSINESS PURPOSE AND TERM

2.1 Purpose. The purpose of the Company is to conduct any lawful business for which limited liability companies may be organized under the laws of the Commonwealth of Massachusetts.

2.2 Term. The Company shall exist in perpetuity unless dissolved in accordance with Article VII of this Agreement.

---

ARTICLE III: CAPITAL CONTRIBUTIONS AND INTERESTS

3.1 Initial Contributions. The Members shall contribute the following initial capital to the Company:

• Member 1 Name: $[Amount in USD]
• Member 2 Name: $[Amount in USD]

3.2 Membership Interests. The initial Membership Interests shall be allocated as follows:

---

ARTICLE IV: MANAGEMENT AND VOTING

4.1 Management. The Company shall be [Member-Managed / Manager-Managed]. Decisions concerning the daily operations shall be made by a majority vote of the Members based on their respective percentage interests.

4.2 Authority. No Member shall have the authority to bind the Company to any contract or obligation exceeding $[Dollar Amount] without the prior written consent of a majority of the Members.

---

ARTICLE V: ALLOCATIONS AND DISTRIBUTIONS

5.1 Profits and Losses. For tax and accounting purposes, all profits and losses shall be allocated to the Members in proportion to their respective Membership Interests.

5.2 Distributions. Distributions shall be made at such times and in such amounts as determined by the Members, provided that the Company remains solvent following such distribution.

---

ARTICLE VI: TRANSFER OF INTERESTS AND WITHDRAWAL

6.1 Transfer Restrictions. No Member may sell, assign, or transfer their interest in the Company without the prior written consent of all remaining Members.

6.2 Right of First Refusal. If a Member desires to sell their interest, they must first offer the interest to the existing Members at the same price and terms offered by a bona fide third party.

---

ARTICLE VII: DISSOLUTION AND TERMINATION

7.1 Dissolution. The Company shall be dissolved upon: (a) the written agreement of all Members; (b) the entry of a decree of judicial dissolution under Massachusetts law; or (c) the sale of all or substantially all of the Company’s assets.

7.2 Liquidation. Upon dissolution, the Company’s assets shall be used to pay all debts and liabilities of the Company, with the remaining balance distributed to Members in proportion to their Membership Interests.

---

ARTICLE VIII: MISCELLANEOUS PROVISIONS

8.1 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts.

8.2 Dispute Resolution. Any dispute arising under this Agreement shall be submitted to binding arbitration in [County Name], Massachusetts, in accordance with the rules of the American Arbitration Association.

8.3 Entire Agreement. This document constitutes the entire agreement between the parties and supersedes all prior understandings, written or oral.

8.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

---

ARTICLE IX: EXECUTION

FOR [COMPANY FULL LEGAL NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Company: [Company Legal Name] Date: [Date]

FOR [MEMBER 1 FULL LEGAL NAME]: Signature: _____________________________________ Printed Name: Member 1 Name Title: Member Date: [Date]

FOR [MEMBER 2 FULL LEGAL NAME]: Signature: _____________________________________ Printed Name: Member 2 Name Title: Member Date: [Date]

---

STEP-BY-STEP EXECUTION & FILING GUIDE

1. Drafting: Use "Find & Replace" in your word processor to swap all [bracketed text] with your specific entity data. Ensure capital contributions are accurately recorded as they appear in your bank accounts.
2. Verification: Confirm that the person signing as "Authorized Signatory" has the explicit power to bind the LLC per your Articles of Organization or internal resolutions.
3. Execution:
   • Digital: Use a platform like DocuSign or Adobe Sign to capture legally binding electronic signatures and an audit trail.
   • Physical: Print three originals. Each member receives one fully signed original.
4. Filing: Keep the signed agreement at your Company’s principal office. You do not file this Agreement with the Massachusetts Secretary of State (only the Certificate of Organization is filed publicly), but it must be produced if requested by tax authorities or the courts.
5. Retention: Store the signed electronic file in a secure, encrypted cloud repository (e.g., SharePoint, Box) for the life of the Company plus seven years post-dissolution.