Massachusetts law about limited liability companies and limited liability partnerships

Laws, regulations, and web and print sources on Limited Liability Companies (LLCs) and Limited Liability Partnerships (LLPs) in Massachusetts.

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Massachusetts laws

MGL c. 156C Limited liability company act

• §§ 43-46 Dissolution of the LLC

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

MGL c. 112, § 87B ½  Public accountancy; licenses; firms

Massachusetts regulations

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

252 CMR 4 Limited liability companies and limited liability partnerships, Board of Public Accountancy

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

Forms

Limited liability company information, Corporations Division, Mass. Secretary of the Commonwealth.

Limited liability partnership information, Corporations Division, Mass. Secretary of the Commonwealth.
Note: "The Corporations Division does not provide forms for limited liability partnerships."

Web sources

Closing your Massachusetts business registration, Mass. Dept. of Revenue.
Learn the steps to closing your Massachusetts business registration with the DOR and other state and federal agencies.

Do LLC members need to be 18 years old (or older)? Nolo.com.
Find out the rules about minors who want to form or own an LLC for their business.

How to form an LLC in Massachusetts, Nolo.com.
(Information on forming an LLC is free; additional paid services available.) "To form an LLC in Massachusetts, here's everything you need to know."

How to form a single-member LLC in Massachusetts, Nolo.com.
(Information on forming an LLC is free; additional paid services available.) "To form a Single Member Limited Liability Company (SMLLC) in Massachusetts, here's everything you need to know," with links to forms.

Limited liability companies and limited liability partnerships, Mass. Dept. of Revenue.
Learn the similarities and differences between LLCs and LLPs.

Limited liability companies and partnerships, Mass. Secretary of State
Contains info and forms for: Limited Liability Company, Foreign Limited Liability Company, Limited Partnership, Foreign Limited Partnership, Limited Liability Partnership.

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, 1997.
The “check-the-box" regulations provide that limited liability companies are taxed as partnerships unless they elect otherwise.

Print sources

Business corporations, with forms, (Mass. Practice v. 13), Thomson Reuters, annual, Sections 2:3, 2:8-2:10. Includes sample operating agreement.

Form your own limited liability company by Anthony Mancuso, Nolo, 2017. (2021 eBook available with library card).

LLC or corporation? : choose the right form for your business by Anthony Mancuso, Nolo, 2020. (2023 eBook available with library card).

“LLCs and nonprofit organizations – for-profits, nonprofits and hybrids,” Robert R. Keatinge, 42 Suffolk U. L. Rev. 553 (No.3, 2009).

Massachusetts basic practice manual, 7th ed., MCLE, 2022, chapter 7.

Massachusetts limited liability company forms and practice manual, by Stanley Keller and Karl P. Fryzel, Data Trace Publishing, loose-leaf.

Nolo's guide to single member LLCs, 3rd ed., Nolo, 2022. (eBook available with library card).

Nolo's quick LLC by Anthony Mancuso, Nolo, 2021. (2023 eBook available with library card).

A practical guide to Massachusetts limited liability companies, 4th edition, MCLE, loose-leaf.

Saving the family cottage : creative ways to preserve your cottage, cabin, camp or vacation home for future generations by Stuart J. Hollander, Nolo, 2021. (eBook available with library card).

Summary of basic law, 5th ed. (Mass. Practice v. 14A), Thomson Reuters, 2014 with supplement. Sections 6:157-198 Limited Liability Companies.

Last updated:	August 29, 2024