Fill and Sign the How to Form an Llc in Massachusettsnolo

- 1 - SINGLE-MEMBER OPERATING ARRANGEMENT OF _______________________________ LIMITED LIABILITY COMPANY STATE OF MASSACHUSETTS THIS OPERATING ARRANGEMENT is hereby established, this the _____ day of ______________, 20___, by _____________________________________ the Initial Member. The Initial Member contemplates that additional Members may join the limited liability company in the future, and the following Operating Arrangement has therefore been developed. ARTICLE I FORMATION OF LIMITED LIABILITY COMPANY 1. Formation of LLC. The Initial Member has formed a limited liability company in the State of Massachusetts named ___________________________________________________ ("LLC"). The operation of the LLC shall be governed by the terms of this Arrangement and the applicable laws of the State of Massachusetts relating to the formation, operation and taxation of a LLC. To the extent permitted by law, the terms and provisions of this Arrangement shall control if there is a conflict between state law and this Arrangement. The LLC shall be taxed as a sole proprietorship until and unless additional Members are added, after which the LLC will be taxed as a partnership. Any provisions of this Arrangement that may cause the LLC not to be taxed as a sole proprietorship or partnership shall be inoperative. 2. Certificate of Formation. The Initial Member has caused to be filed a Certificate of Formation, (“Certificate”) of record with the state, thereby creating the LLC. 3. Business. The business of the LLC shall be: a) _________________________________________________________ _________________________________________________________ _________________________________________________________ and b) To conduct or promote any lawful businesses or purposes that a limited liability company is legally allowed to conduct or promote, within this state or any other jurisdiction.
4. Registration. This llc shall register with the state of Massachusetts pursuant to title 18 § 9-1 (§§ 18-9-1 et seq.) and title 46 § 36-1201 to file its annual returns as prescribed by law. Any other requirements are as stated below. 5. Business entity. It shall be illegal to own an interest or be employed by the LLC prior to the operation of the llc. It is hereby established that any person that desires an interest in the LLC must file form 13f, llc with the secretary of state of the state on or before the filing date stated in the first paragraph of this agreement. Further, the initial member has registered the LLC and is required to sign and file the 13f within ninety days after the filing date provided in the first paragraph of this agreement. 6. Operating agreement. The llc is operating under an operating agreement, as per ¶12. Any changes to this agreement, and any amendments to this agreement, must be sent to the membership as indicated below and, together with the new operating agreement, filed with the Secretary of State of the state of massachusetts. The operating agreement or amendments or supplements to this agreement, as applicable, are inoperative if the LLC fails to obtain a certificate of formation. Any applicable requirements that arise under the laws of the state of Massachusetts may prevent or restrict additions to the LLC, but these laws do not prevent additions to the LLC by the members or additions to the llc by persons that have previously been members. 7. Annual return. The llc may file an annual return. The required annual return is the report provided by the Secretary of State of the state of massachusetts. The annual report must be filed within ninety days after the LLC's founding or any period thereafter provided in § 24-37(e)(7) of the mass. Mass. Gen. Laws. A 1099-misc reporting return must be sent to the Secretary of State on form 926, annual return, for any year ending on or before December 31. If any year after december 31 falls on a weekend, the report must be received by the Secretary of State on the next business day following the weekend. 8. Change in operating agreement. The LLC may also change its operating agreement at any time without notification from the initial member of any such changes. The new operating agreement will be a new LLC formed with the same limited liability company name and structure as the previous operating agreement, in full force and effect, and the new operating agreement requires the reporting.