Massachusetts law about limited liability companies and limited liability partnerships

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

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

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

Forms

Limited liability company and partnership, Mass. Secretary of the Commonwealth.
Detailed information and online filing portal with forms for LLCs and LLPs, including Foreign and Professional Limited Liability Companies, to be filed with the Secretary of the Commonwealth.

Web sources

Closing your Massachusetts business registration
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
Find out the rules about minors who want to form or own an LLC for their business.

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. This is a comprehensive resource.

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 LLC's and LLP's.

Operating agreement, Digital Media Law Project
“Massachusetts does not require an operating agreement in order to form an LLC, but executing one is highly advisable. . . An operating agreement is the basic written agreement between the members (i.e., owners) of the LLC, or between the members and the managers of the company, if there are managers.” 

TIR 97-8: Massachusetts Income Tax Treatment of Limited Liability Companies and Other Unincorporated Entities after Federal Adoption of Check-the-Box Rules, (1997) Mass. Dept. of Revenue.
The “check-the-box" regulations provide that limited liability companies are taxes 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.

LLC or corporation? : choose the right form for your business by Anthony Mancuso, Nolo, 2020.

“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, 6th ed., MCLE, looseleaf, chapter 7.

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

Nolo's quick LLC by Anthony Mancuso, Nolo, 2021.

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.

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

Contact

Online

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Reference librarians via email masslawlib@gmail.com
Last updated: April 14, 2022
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