Massachusetts law about limited liability companies

A compilation of laws, regulations, and web sources on Limited Liability Companies (LLCs) and Limited Liability Partnerships (LLPs) in Massachusetts.

Table of Contents

Massachusetts laws

MGL c.156C Limited liability company act

MGL c.108A Partnerships:

  • § 45 Registration as limited liability partnership
  • § 46 Name of registered limited liability partnership
  • § 47 Recognition outside Commonwealth
  • § 48 Recordable instruments binding on partnership
  • § 49 Certificate of good standing

Massachusetts regulations

211 CMR 24 Limited liability companies and limited liability partnerships; minimum amount of liability insurance

252 CMR 4 Limited liability companies and limited liability partnerships, Public accountancy registration board

950 CMR 111 Limited liability partnerships, Secretary of the Commonwealth

950 CMR 112 Limited liability companies, Secretary of the Commonwealth

Court rules

SJC Rule 3:06 Use of limited liability entities to practice law

Web sources

Closing your business, Dept. of Revenue.
Do you want to dissolve your LLC or LLP? Limited Liability Companies must file a Certificate of Cancellation (domestic) or Certificate of Withdrawal (foreign). Limited Liability Partnership (domestic and foreign) must file a Certificate of Withdrawal.

Form your own limited liability company, Nolo, 2019
Covers all the initial steps, including articles of organization, operating agreements and more. Requires free library card for access

Forming an LLC in Massachusetts, Digital Media Law Project
Helpful outline of the steps required, with links to key sources for federal and state law. Also includes links to sources for drafting Articles of Organization and Operating Agreements.

How to form an LLC in Massachusetts,
"To form an LLC in Massachusetts, here's everything you need to know."

How to form a single-member LLC in Massachusetts,
"To form an SMLLC in Massachusetts, here's everything you need to know."

Limited liability companies and limited liability partnerships, Mass. Dept. of Revenue
Learn the similarities and differences between LLC's and LLP's.

Limited Liability Company and Partnership, Mass. Secretary of State.
Detailed information and online filing portal for LLCs and LLPs

LLC or corporation: How to choose the right form for your business, Nolo, 2019
Provides information on all types of business entities and the legal and tax implications of each. Focus is helping you decide on the best form for your business. Requires free library card for access

Nolo's guide to single-member LLCs,, 2019.  
"This book will give you an overview of what is required to create and operate an SMLLC....[including] things like formation, taxation, financing, protection from personal liability, and record keeping." Requires free library card for access

Nolo's quick LLC: all you need to know about limited liability companies, by Anthony Mancuso,, 2019.
This online book provides "basic legal and tax information about LLCs. [The] purpose is to help you understand exactly where LLCs fit into the larger picture of business ownership structures and to help you decide whether it makes sense for you to form an LLC to conduct your business." Requires free library card for access

Saving the family cottage: a guide to succession planning for your cottage, cabin, camp or vacation home, Nolo, 2017.
"We’ll show you how to use the limited liability company to achieve your family’s goals for the cottage, outlining techniques for management and power sharing, scheduling, financing, graceful exits, and successful transfers that minimize federal taxes." Requires free library card for access.

TIR 97-8: Massachusetts Income Tax Treatment of Limited Liability Companies and Other Unincorporated Entities after Federal Adoption of Check-the-Box Rules, Mass. Dept. of Revenue.

Print sources

Massachusetts Limited Liability Company Forms and Practice Manual, by Stanley Keller and Karl P. Fryzel, Data Trace Publishing, loose-leaf

A Practical Guide to Massachusetts Limited Liability Companies, MCLE, loose-leaf



Within Massachusetts only

Within Massachusetts only


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Last updated: November 20, 2019