LIMITED LIABILITY COMPANY PACKET
for LICENSED PROFESSIONALS
MASSACHUSETTS
Electronic Version
STATUTORY REFERENCE
General Laws of Massachusetts – Chapter 156C – Limited Liability Company Act
http://www.mass.gov/legis/laws/mgl/gl-156c-toc.htm
NOTE: If you do NOT intend to practice a state-licensed profession through your
LLC, you must use USLF’s Massachusetts LLC package for normal
businesses (MA-00LLC), and NOT this package. If you have ordered this
package by mistake, please contact our customer service desk in order to
obtain the correct package free of charge.
SELECTIONS FROM STATUTES
M.G.L. Chapter 156C §6 – Powers and privileges of limited liability company; information to be
provided on certificate of organization or application for registration.
Section 6.
(a) Except as otherwise expressly provided by law, a limited liability company may carry on any
lawful business, trade, profession , purpose or activity.
…
(c) A limited liability company … which is organized to render a professional service … shall:
(i) Indicate in its certificate of organization or application for registration the specific
professional services which it shall render,
(ii) Be subject to any conditions or limitations established by any applicable regulating
boards as defined in said section two, including the provision of liability insurance
required by section sixty-five*, and
*M.G.L. Chapter 156C §65 – Liability insurance
Section 65. The regulating boards … shall adopt regulations requiring the designated amount of
required liability insurance to be maintained by limited liability companies and members subject
to their jurisdiction …. The term designated amount shall be the amount deemed appropriate by
the regulating board to cover negligence, wrongful acts, errors and omissions and that insures the
company and its members.
(iii) Include with its certificate of organization a certificate by the applicable
regulating board indicating compliance as of the date of organization by the
members and managers with any eligibility standards established by such
regulating board.
The certificate of organization MUST be accompanied by a certificate of any applicable
regulating board that each member or manager who will render a professional service in
the Commonwealth is duly licensed. YOU MUST CONTACT THE REGULATING
BOARD FOR YOUR PROFESSION AND OBTAIN SAID CERTIFICATE(S) FOR ALL
MEMBERS/ MANAGERS AND FILE THIS/THESE CERTIFICATE(S) WITH YOUR
CERTIFICATE OF ORGANIZATION.
* * *
Disclaimer: If you are not an attorney, you are advised to seek the advice of an attorney
for all serious legal matters. The information and forms contained herein are
not legal advice and are not to be construed as such. Although the
information contained herein is believed to be correct, no warranty of fitness
or any other warranty shall apply. All use is subject to the U.S. Legal Forms,
Inc. Disclaimer and License located at http://www.uslegalforms.com/disclaimer.htm
STEPS TO FORM LLC
Step 1: See FORM 1 - APPLICATION FOR RESERVATION OF NAME
It is recommended that you reserve a LLC name in order to assure that your
Certificate of Organization is not rejected because the name you have selected is
not available.
You may skip this step and go to Step 2, but if the name you have selected is
not available, the Certificate of Organization will be rejected and returned to
you.
This form should be typed or printed in BLACK ink.
Print or type the LLC name you wish to reserve.
A LLC name MUST contain the words "limited liability company", "limited
company", or the abbreviation "LLC", "LC", "L.L.C." or "L.C."
A LLC name MAY contain the name of a member or manager.
A LLC name obviously may NOT be the same as, or deceptively similar any
business name currently on file.
Have the Applicant sign the Application.
Provide the name and address of the Applicant.
The reservation reserves the name for the exclusive use of the applicant for a
period of thirty days. The name may be re-reserved by the applicant for an
additional thirty day period upon payment of an additional fifteen dollar ($15.00)
fee. Before the name may be reserved for a third thirty day period the name must
be made available to the public for one business day.
File the original and one copy of the Application.
The filing fee is $15.00.
A preliminary check for name availability can be made by telephoning the
Corporations Division at 727-2850 or 727-9640. This is only a preliminary
inquiry and does not guarantee that the name will be available at the time of
filing.
Mail the original and one copy of the APPLICATION FOR RESERVATION
OF NAME along with the $15.00 filing fee (Make check payable to
Commonwealth of Massachusetts) to:
Secretary of the Commonwealth
Corporations Division
One Ashburton Place, 17 th
Floor
Boston, MA 02108
Telephone: (617) 727-2859
Step 2: SEE FORM 2 – CERTIFICATE OF ORGANIZATION
Once you have reserved the limited liability company name, or if you have chosen
to proceed without reserving a name, you are ready to complete the Certificate of
Organization.
The Certificate of Organization should be typed or printed legibly in black ink.
Enter the appropriate information into the form, print, and sign.
File the original and one copy of the Certificate of Organization.
The filing fee is $500.00.
Step 3: Mail the original and one copy of the CERTIFICATE OF ORGANIZATION
together with the $500.00 filing fee (Make check payable to Commonwealth of
Massachusetts) to:
Secretary of the Commonwealth
Corporations Division
One Ashburton Place, 17 th
Floor
Boston, MA 02108
Telephone: (617) 727-2859
A sample cover letter to send with the Certificate of Organization is included in
this packet.
SEE FORM 3 – SAMPLE TRANSMITTAL LETTER
Step 4: Upon return of the Certificate of Organization complete the Operating
Agreement.
SEE FORM 4 – OPERATING AGREEMENT
Step 5: Apply for a Federal Tax Identification Number. This is done with form SS-4.
SEE FORM 5 – IRS-SS-4
Step 6: Open a bank account and conduct business.
Step 7: Maintain Records
Each limited liability company shall keep the registered office the following:
(1) A current list of the full name and last known address of each member and
manager;
(2) A copy of the certificate of organization and all certificates of amendment
thereto, together with executed copies of any powers of attorney pursuant to
which any certificate has been executed;
(3) Copies of the limited liability company's federal, state, and local income tax
returns and reports, if any, for the three most recent years;
(4) Copies of any then effective written operating agreements and of any financial
statements of the limited liability company for the three most recent years; and
(5) Unless contained in a written operating agreement, a writing setting out:
(i) The amount of cash and a description and statement of the agreed
value of the other property or services contributed by each member
and which each member has agreed to contribute;
(ii) The times at which or events on the happening of which any
additional contributions agreed to be made by each member are to be
made;
(iii) Any right of a member to receive, or of a manager to make,
distributions to a member; and
(iv) Any events upon the happening of which the limited liability
company is to be dissolved and its affairs wound up.
These records are subject to inspection and copying at the reasonable request and
at the expense of any member or manager during ordinary business hours.
The current list of names and addresses of the members must be made available to
the state secretary within five business days of receipt of a written request by said
state secretary or by the director of the securities division of the state secretary's
office stating that such information is required in connection with an investigative
or enforcement proceeding.
* * *
FORM 1
APPLICATION FOR
RESERVATION OF NAME
APPLICATION FOR
RESERVATION OF NAME
To: Secretary of the Commonwealth
Corporations Division
One Ashburton Place, 17 th
Floor
Boston, MA 02108
The undersigned hereby requests that the following Limited Liability Company
name be reserved:
This reservation is valid for 30 days.
DATED: ______________________
____________________________________
Signature
____________________________________
Printed Name/Title
____________________________________
Street Address
____________________________________
City, State, Zip
FORM 2
CERTIFICATE OF ORGANIZATION
for LICENSED PROFESSIONALS
IMPORTANT
The certificate of organization MUST be accompanied by a certificate of
any applicable regulating board that each member or manager who will
render a professional service in the Commonwealth is duly licensed.
CERTIFICATE OF ORGANIZATION
Download the Certificate of Organization by clicking the link below, or pasting the link into the
address window of your internet browser. (Requires Adobe Acrobat Reader 6.0 or later)
http://www.uslegalforms.com/incorporation/MA/MA-PLLC.pdf
Download a Certificate from Regulatory Board below. Mail to regulatory board with request to
complete. You will want to contact your regulatory board and coordinate before mailing the
Certificate.
http://www.uslegalforms.com/incorporation/MA/MA-CertRegBoard.pdf
FORM 3
SAMPLE TRANSMITTAL LETTER FOR
CERTIFICATE OF ORGANIZATION
Return Name and Address
____________________________________
____________________________________
____________________________________
____________________________________
Date: _____________________
Secretary of the Commonwealth
Corporations Division
One Ashburton Place, 17 th
Floor
Boston, MA 02108
Re: CERTIFICATE OF ORGANIZATION
Dear Sir:
Enclosed please find the original and one copy of Certificate of Organization. Also enclosed you
will find the filing fee of $500.00.
Please file and provide a "filed" copy to me, together with any information you commonly
provide to new LLCs.
Please contact me if you require anything further.
With kindest regards, I am
Sincerely yours,
______________________________
Signature
Enclosures
Check # __________ Enclosed for $________
FORM 4
SAMPLE OPERATING AGREEMENT
This agreement is a sample operating agreement and should be modified to meet your needs. It
provides for the LLC to be operated by one or more managers OR by the members. You will
have to decide how you want your LLC to operate.
INSERT THE NAME OF YOUR PROFESSION/PRACTICE
IN THE BLANKS WHERE APPROPRIATE.
Read carefully and make appropriate changes to suit your
individual needs and purposes.
OPERATING AGREEMENT
OF
______________________________________
A MASSACHUSETTS LIMITED LIABILITY COMPANY
THIS OPERATING AGREEMENT ("Agreement") is entered into the __________ day of
_____________________, 20______, by and between the following persons:
1. _______________________________________________________________
2. _______________________________________________________________
3. _______________________________________________________________
4. _______________________________________________________________
hereinafter, ("Members" or “Parties”).
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby
acknowledged, the Parties covenant, contract and agree as follows:
ARTICLE I
FORMATION OF LIMITED LIABILITY COMPANY
1. Formation of LLC . The Parties have formed a Massachusetts limited liability
company named ____________________________________________________________
("LLC"). The operation of the LLC shall be governed by the terms of this Agreement and the
provisions of the Massachusetts Limited Liability Company Act (Massachusetts General Laws,
Chapter 156C), hereinafter referred to as the "Act". To the extent permitted by the Act, the terms
and provisions of this Agreement shall control if there is a conflict between such Law and this
Agreement. The Parties intend that the LLC shall be taxed as a partnership. Any provisions of
this Agreement, if any, that may cause the LLC not to be taxed as a partnership shall be
inoperative.
2. Articles or Organization . The Members acting through one of its Members,
____________________________________, filed Certificate of Organization, ("Articles") for
record in the office of the Secretary of the Commonwealth on _________________________,
thereby creating the LLC.
3. Business . The business of the LLC shall be the professional practice of
_______________, and to conduct any other lawful businesses or purposes within Massachusetts
or any other jurisdiction allowed by law.
4. Registered Office and Registered Agent . The registered office and place of
business of the LLC shall be ___________________________________________________
______________________________________ and the registered agent at such office shall be
__________________________________________________________________. The
Members may change the registered office and/or registered agent from time to time.
5. Duration . The LLC will commence business as of the date of filing and will
continue in perpetuity.
6. Fiscal Year . The LLC's fiscal and tax year shall end December 31.
ARTICLE II
MEMBERS
7. Initial Members . All initial members shall be licensed to practice
___________________ in Massachusetts. The initial members of the LLC, their initial capital
contributions, and their percentage interest in the LLC are:
Initial Percentage Interest Capital
Members in LLC Contribution
________________________ _________________ ___________________
________________________ _________________ ___________________
________________________ _________________ ___________________
________________________ _________________ ___________________
8. Additional Members. All new members shall be licensed to practice
___________________ in Massachusetts. New members may be admitted only upon the consent
of a majority of the Members and upon compliance with the provisions of this agreement.
ARTICLE III
MANAGEMENT
9. Management . The Members have elected to manage the LLC as follows (check
as appropriate):
[ ] The management of the LLC shall be vested in the Members without an
appointed manager. The members shall elect officers who shall manage the company. The
President and Secretary may act for and on behalf of the LLC and shall have the power and
authority to bind the LLC in all transactions and business dealings of any kind except as
otherwise provided in this Agreement.
[ ] The Members hereby delegate the management of the LLC to Manager(s),
subject to the limitations set out in this agreement.
a) The Members shall elect and may remove the Manager(s) by majority vote.
All managers shall be licensed to practice ________________ in Massachusetts.
b) A Manager shall serve until a successor is elected by the Members.
c) The Manager(s) shall have the authority to take all necessary and proper
actions in order to conduct the business of the LLC.
d) Except for decisions concerning distributions, any Manager can take any
appropriate action on behalf of the LLC, including, but not limited to signing
checks, executing leases, and signing loan documents.
e) In determining the timing and total amount of distributions to the Members,
the action of the Manager shall be based on a majority vote of the Managers,
with or without a meeting.
f) The c ompensation to the Manager(s) shall be in the discretion of the majority
of the Members of the LLC.
g) There shall be _________ initial Managers.
h) The initial Manager(s) is/are:
_________________________________________________________
_________________________________________________________
_________________________________________________________
10. Officers and Relating Provisions . In the event the Members elect to manage the
LLC, rather than appointing a manager, the Members shall appoint officers for the LLC and the
following provisions shall apply:
(a) Officers . The officers of the LLC shall consist of a president, a treasurer and a
secretary, or other officers or agents as may be elected and appointed by the Members. A
Member may hold more than one or all offices. The officers shall act in the name of the LLC
and shall supervise its operation under the direction and management of the Members, as further
described below.
(b) Election and Term of Office . The officers of the LLC shall be elected
annually by the Members by a majority vote. Vacancies may be filled or new offices created and
filled at any meeting of the Members. Each officer shall hold office until his/her death, until
he/she shall resign, or until he/she is removed from office. Election or appointment of an officer
or agent shall not of itself create a contract right.
(c) Removal . Any officer or agent may be removed by a majority of the
Members whenever they decide that the best interests of the Company would be served thereby.
Such removal shall be without prejudice to the contract rights, if any, of the person so removed.
(d) Vacancies . A vacancy is any office because of death, resignation, removal,
disqualification or otherwise may be filled by the Members for the unexpired portion of the term.
(e) President . The President shall be the chief executive officer of the LLC and
shall preside at all meetings of the Members. The President shall have such other powers and
perform such duties as are specified in this Agreement and as may from time to time be assigned
by the Members of the LLC.
(f) The Treasurer . The Treasurer shall be the chief financial officer of the LLC.
The Treasurer shall not be required to give a bond for the faithful discharge of his/her duties. The
Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of
the LLC; (ii) in the absence of the President, preside at meetings of the Members; (iii) receive
and give receipts for moneys due and payable to the LLC from any source whatsoever, and
deposit all such moneys in the name of the LLC in such banks, trust companies or other
depositaries as shall be selected by the Members of the LLC; and (iv) in general perform all the
duties incident to the office of treasurer and such other duties as from time to time may be
assigned by the President or by the Members of the LLC.
(g) Secretary . The secretary shall: (i) keep the minutes of the Members meetings
in one or more books provided for that purpose; (ii) see that all notices are duly given in
accordance with the provisions of this Agreement or as required by law; (iii) be custodian of
LLC records; (iv) keep a register of the post office address of each Member; (v) certify the
Member’s resolutions; and other documents to the LLC as true and correct; (vi) in the absence of
the President and Treasurer, preside at meetings of the Members and (vii) in general perform all
duties incident to the office of secretary and such other duties as from time as may be assigned
by the President or the Members.
11. Member Only Powers . Notwithstanding any other provision of this Agreement,
only a majority of the Members may: (a) sell or encumber (but not lease) any real estate owned
by the LLC, or (b) incur debt, expend funds, or otherwise obligate the LLC if the debt,
expenditure, or other obligation exceeds $_____________________.
ARTICLE IV
CONTRIBUTIONS, PROFITS, LOSSES, AND DISTRIBUTIONS
12. Interest of Members . Each Member shall own a percentage interest (sometimes
referred to as a share) in the LLC. The Member’s percentage interest shall be based on the
amount of cash or other property that the Member has contributed to the LLC and that
percentage interest shall control the Member’s share of the profits, losses, and distributions of the
LLC.
13. Contributions . The initial contributions and initial percentage interest of the
Members are as set out in this Agreement.
14. Additional Contributions . Only a majority of the Members of the LLC may call
on the Members to make additional cash contributions as may be necessary to carry on the LLC's
business. The amount of any additional cash contribution shall be based on the Member's then
existing percentage interest. To the extent a Member is unable to meet a cash call, the other
Members can contribute the unmet call on a pro rata basis based on the Members' percentage
interests at that time, and the percentage interest of each Member will be adjusted accordingly.
15. Record of Contributions/Percentage Interests . This Agreement, any
amendment(s) to this Agreement, and all Resolutions of the Members of the LLC shall constitute
the record of the Members of the LLC and of their respective interest therein.
16. Profits and Losses . The profits and losses and all other tax attributes of the LLC
shall be allocated among the Members on the basis of the Members' percentage interests in the
LLC.
17. Distributions . Distributions of cash or other assets of the LLC (other than in
dissolution of the LLC) shall be made in the total amounts and at the times as determined by a
majority of the Members. Any such distributions shall be allocated among the Members on the
basis of the Members' percentage interests in the LLC.
18. Change in Interests . If during any year there is a change in a Member's
percentage interest, the Member's share of profits and losses and distributions in that year shall
be determined under a method which takes into account the varying interests during the year.
ARTICLE V
VOTING; CONSENT TO ACTION
19. Voting by Members . Members shall be entitled to vote on all matters which
provide for a vote of the Members in accordance with each Member’s percentage interest.
20. Majority Required . Except as otherwise provided and delegated to the Officers or
Managers, a majority of the Members, based upon their percentage ownership, is required for
any action.
21. Meetings - Written Consent . Action of the Members or Officers may be
accomplished with or without a meeting. If a meeting is held, evidence of the action shall be by
Minutes or Resolution reflecting the action of the Meeting, signed by a majority of the Members,
or the President and Secretary. Action without a meeting may be evidenced by a written consent
signed by a majority of the Members, or the President and Secretary.
22. Meetings . Meetings of the Members may be called by any Member owning 10%
or more of the LLC, or, if Managers were selected, by any Manager of the LLC, or if Officers
were elected, by any officer.
23. Majority Defined . As used throughout this agreement the term “Majority” of the
Members shall mean a majority of the ownership interest of the LLC as determined by the
records of the LLC on the date of the action.
ARTICLE VI
DUTIES AND LIMITATION OF LIABILITY MEMBERS, OFFICERS, AND PERSONS
SERVING ON ADVISORY COMMITTEES; INDEMNIFICATION
24. Duties of Members: Limitation of Liability . The Members, Managers and officers
shall perform their duties in good faith, in a manner they reasonably believe to be in the best
interests of the LLC, and with such care as an ordinarily prudent person in a like position would
use under similar circumstances. No Member or officer, by reason of being or having been a
Member or officer, shall be liable to the LLC or to any other Member or officer for any loss or
damage sustained by the LLC or any other Member or officer unless the loss or damage shall
have been the result of fraud, deceit, gross negligence, willful misconduct, or a wrongful taking
by that Member or officer.
25. Members Have No Exclusive Duty to LLC . The Members shall not be required to
participate in the LLC as their sole and exclusive business. Members may have other business
interests and may participate in other investments or activities in addition to those relating to the
LLC. No Member shall incur liability to the LLC or to any other Member by reason of
participating in any such other business, investment or activity.
26. Protection of Members and Officers .
(a) As used herein, the term “Protected Party” refers to the Members and officers
of the Company.
(b) To the extent that, at law or in equity, a Protected Party has duties (including
fiduciary duties) and liabilities relating thereto to the LLC or to any other Protected Party, a
Protected Party acting under this Agreement shall not be liable to the LLC or to any other
Protected Party for good faith reliance on:
(i) the provisions of this Agreement;
(ii) the records of the LLC; and/or
(iii) such information, opinions, reports or statements presented to the
LLC by any person as to matters the Protected Party reasonably believes are within such other
person’s professional or expert competence and who has been selected with reasonable care by
or on behalf of the LLC.
(c) The provisions of this Agreement, to the extent that they restrict the duties
and liabilities of a Protected Party to the LLC or to any other Protected Party otherwise existing
at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of
such Protected Party.
27. Indemnification and Insurance .
(a) Right to Indemnification .
(i) Any person who is or was a member or officer of the LLC and who
is or may be a party to any civil action because of his/her participation in or with the LLC, and
who acted in good faith and in a manner which he/she reasonably believed to be in, or not
opposed to, the best interests of the LLC may be indemnified and held harmless by the LLC.
(ii) Any person who is or was a member or officer of the LLC and who
is or may be a party to any criminal action because of his/her participation in or with the LLC,
and who acted in good faith and had reasonable cause to believe that the act or omission was
lawful, may be indemnified and held harmless by the LLC.
(b) Advancement of Expenses . Expenses (including attorney’s fees) incurred
by an indemnified person in defending any proceeding shall be paid in advance of the
proceedings conclusion. Should the indemnified member or officer ultimately be determined to
not be entitled to indemnification, that member or officer agrees to immediately repay to LLC all
funds expended by the LLC on behalf of the member or officer.
(c) Non-Exclusivity of Rights . The right to indemnification and payment of
fees and expenses conferred in this section shall not be exclusive of any right which any person
may have or hereafter acquire under any statute, provision of this Agreement, contract,
agreement, vote of Members or otherwise. The Members and officers are expressly authorized to
adopt and enter into indemnification agreements for Members and officers.
(d) Insurance . The Members may cause the LLC to purchase and maintain
insurance for the LLC, for its Members and officers, and/or on behalf of any third party or
parties whom the members might determine should be entitled to such insurance coverage.
(e) Effect of Amendment . No amendment, repeal or modification of this
Article shall adversely affect any rights hereunder with respect to any action or omission
occurring prior to the date when such amendment, repeal or modification became effective.
ARTICLE VII
MEMBERS INTEREST TERMINATED
28. Termination of Membership . A Member’s interest in the LLC shall cease upon
the occurrence of one or more of the following events:
(a) A Member provided notice of withdrawal to the LLC thirty (30) days in
advance of the withdrawal date. Withdrawal by a Member is not a breach of this Agreement
(b) A Member assigns all of his/her interest to a qualified third party.
(c) A Member dies, or is disqualified from the practice of _________________ in
Massachusetts.
(d) There is an entry of an order by a court of competent jurisdiction adjudicating
the Member incompetent to manage his/her person or his/her estate.
(e) In the case of an estate that is a Member, the distribution by the fiduciary
of the estate's entire interest in the LLC.
(f) A Member, without the consent of a majority of the Members: (1) makes an
assignment for the benefit of creditors; (2) files a voluntary petition in bankruptcy; (3) is
adjudicated a bankrupt or insolvent; (4) files a petition or answer seeking for himself any
reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief
under any statute, law or regulation; (5) files an answer or other pleading admitting or failing to
contest the material allegations of a petition filed against him in any proceeding of the nature
described in this paragraph; (6) seeks, consents to, or acquiesces in the appointment of a trustee,
receiver, or liquidator of the Member or of all or any substantial part of his properties; or (7) if
any creditor permitted by law to do so should commence foreclosure or take any other action to
seize or sell any Member's interest in the LLC.
(g) If within one hundred twenty (120) days after the commencement of any
action against a Member seeking reorganization, arrangement, composition, readjustment,
liquidation, dissolution, or similar relief under any statute, law, or regulation, the action has not
been dismissed and/or has not been consented to by a majority of the members.
(h) If within ninety (90) days after the appointment, without a member’s consent
or acquiescence, of a trustee, receiver, or liquidator of the Member or of all or any substantial
part of the member’s properties, said appointment is not vacated or within ninety (90) days after
the expiration of any stay, the appointment is not vacated and/or has not been consented to by a
majority of the members.
(i) Any of the events provided in applicable code provisions that are not
inconsistent with the dissociation events identified above.
29. Effect of Dissociation . Any dissociated Member shall not be entitled to receive
the fair value of his LLC interest solely by virtue of his dissociation. A dissociated Member that
still owns an interest in the LLC shall be entitled to continue to receive such profits and losses, to
receive such distribution or distributions, and to receive such allocations of income, gain, loss,
deduction, credit or similar items to which he would have been entitled if still a Member. For all
other purposes, a dissociated Member shall no longer be considered a Member and shall have no
rights of a Member.
ARTICLE VIII
RESTRICTIONS ON TRANSFERABILITY OF LLC INTEREST;
SET PRICE FOR LLC INTEREST
30. LLC Interest . The LLC interest is personal property. A Member has no interest
in property owned by the LLC.
31. Encumbrance . A Member can encumber his LLC interest by a security interest or
other form of collateral only with the consent of a majority of the other Members. Such consent
shall only be given if the proceeds of the encumbrance are contributed to the LLC to respond to a
cash call of the LLC.
32. Sale of Interest . A Member can sell his LLC interest only as follows:
(a) If a Member desires to sell his/her interest, in whole or in part, he/she shall
give written notice to the LLC of his desire to sell all or part of his/her interest and must first
offer the interest to the LLC. The LLC shall have the option to buy the offered interest at the
then existing Set Price as provided in this Agreement. The LLC shall have thirty (30) days from
the receipt of the assigning Member's notice to give the assigning Member written notice of its
intention to buy all, some, or none of the offered interest. The decision to buy shall be made by a
majority of the other Members. Closing on the sale shall occur within sixty (60) days from the
date that the LLC gives written notice of its intention to buy. The purchase price shall be paid in
cash at closing unless the total purchase price is in excess of $_______________ in which event
the purchase price shall be paid in __________ (____) equal quarterly installments beginning
with the date of closing. The installment amounts shall be computed by applying the following
interest factor to the principal amount: interest compounded quarterly at the Quarterly Federal
Short-Term Rate existing at closing under the Applicable Federal Rates used for purposes of
Internal Revenue Code § 1 274(d), or any successor provision.
(b) To the extent the LLC does not buy the offered interest of the selling Member,
the other Members shall have the option to buy the offered interest at the Set Price on a pro rata
basis based on the Members' percentage interests at that time. If Member does not desire to buy
up to his/her proportional part, the other Members can buy the remaining interest on the same
pro rata basis. Members shall have fifteen (15) days from the date the LLC gives its written
notice to the selling Member to give the selling Member notice in writing of their intention to
buy all, some, or none of the offered interest. Closing on the sales shall occur within sixty (60)
days from the date that the Members give written notice of their intention to buy. The purchase
price from each purchasing Member shall be paid in cash at closing.
(c) To the extent the LLC or the Members do not buy the offered interest, the
selling Member can then assign the interest to a non-member. The selling Member must close
on the assignment within ninety (90) days of the date that he gave notice to the LLC. If he does
not close by that time, he must again give the notice and options to the LLC and the LLC
Members before he sells the interest.
(d) The selling Member must close on the assignment within ninety (90) days of
the date that he gave notice to the LLC. If he does not close by that time, he must again give the
notice and options to the LLC and the LLC Members before he sells the interest.
(e) A non-member purchaser of a member’s interest cannot exercise any rights of
a Member unless a majority of the non-selling Members consent to him becoming a Member.
The non-member purchaser will be entitled, however, to share in such profits and losses, to
receive such distributions, and to receive such allocation of income, gain, loss, deduction, credit
or similar items to which the selling member would be entitled, to the extent of the interest
assigned, and will be subject to calls for contributions under the terms of this Agreement. The
purchaser, by purchasing the selling member’s interest, agrees to be subject to all the terms of
this Agreement as if he were a Member.
33. Set Price . The Set Price for purposes of this Agreement shall be the price fixed
by consent of a majority of the Members. The Set Price shall be memorialized and made a part
of the LLC records. The initial Set Price for each Member's interest is the amount of the
Member's contribution(s) to the LLC as provided above, as updated in accordance with the terms
hereof. Any future changes in the Set Price by the Members shall be based upon net equity in
the assets of the LLC (fair market value of the assets less outstanding indebtedness), considering
the most recent appraisal obtained by the LLC for its assets, as may be adjusted by the Members
in their discretion. The initial Set Price shall be adjusted upon demand by a Member but not
more than once a year unless all Members consent. This basis for determining the Set Price shall
remain in effect until changed by consent of a majority of the Members. The Members will
consider revising the basis for determining the Set Price at least annually.
ARTICLE IX
OBLIGATION TO SELL ON A DISSOCIATION
EVENT CONCERNING A MEMBER
34. Dissociation . Except as otherwise provided, upon the occurrence of a dissociation
event with respect to a Member, the LLC and the remaining Members shall have the option to
purchase the dissociated Member's interest at the Set Price in the same manner as provided in
ARTICLE VIII and as if the dissociated Member had notified the LLC of his desire to sell all of
his LLC interest. The date the LLC received the notice as provided in ARTICLE VIII triggering
the options shall be deemed to be the date that the LLC receives actual notice of the dissociation
event.
ARTICLE X
DISSOLUTION
35. Termination of LLC . The LLC will be dissolved and its affairs must be wound up
only upon the written consent of a majority of the Members.
36. Final Distributions . Upon the winding up of the LLC, the assets must be
distributed as follows: (a) to the LLC creditors; (b) to Members in satisfaction of liabilities for
distributions; and (c) to Members first for the return of their contributions and secondly
respecting their LLC interest, in the proportions in which the Members share in profits and
losses.
ARTICLE XI
TAX MATTERS
37. Capital Accounts . Capital accounts shall be maintained consistent with Internal
Revenue Code § 704 and the regulations thereunder.
38. Partnership Election . The Members elect that the LLC be taxed as a partnership
and not as an association taxable as a corporation.
ARTICLE XII
RECORDS AND INFORMATION
39. Records and Inspection . The LLC shall maintain at its place of business the
Certificate of Organization, any amendments thereto, this Agreement, and all other LLC records
required to be kept by the Act, and the same shall be subject to inspection and copying at the
reasonable request, and the expense, of any Member.
40. Obtaining Additional Information . Subject to reasonable standards, each Member
may obtain from the LLC from time to time upon reasonable demand for any purpose reasonably
related to the Member's interest as a Member in the LLC: (1) information regarding the state of
the business and financial condition of the LLC; (2) promptly after becoming available, a copy of
the LLC's federal, state, and local income tax returns for each year; and (3) other information
regarding the affairs of the LLC as is just and reasonable.
ARTICLE XIII
MISCELLANEOUS PROVISIONS
41. Amendment . Except as otherwise provided in this Agreement, any amendment to
this Agreement may be proposed by a Member. Unless waived by the Members, the proposing
Member shall submit to the Members any such proposed amendment together with an opinion of
counsel as to the legality of such amendment and the recommendation of the Member as to its
adoption. A proposed amendment shall become effective at such time as it has been approved in
writing by a majority of the Members. This Agreement may not be amended nor may any rights
hereunder be waived except by an instrument in writing signed by the party sought to be charged
with such amendment or waiver, except as otherwise provided in this Agreement.
42. Applicable Law . To the extent permitted by law, this Agreement shall be
construed in accordance with and governed by the laws of the Commonwealth of Massachusetts.
43. Pronouns, Etc . References to a Member or Manager, including by use of a
pronoun, shall be deemed to include masculine, feminine, singular, plural, individuals,
partnerships or corporations where applicable.
44. Counterparts . This instrument may be executed in any number of counterparts
each of which shall be considered an original.
45. Specific Performance . Each Member agrees with the other Members
that the other Members would be irreparably damaged if any of the provisions of this Agreement
are not performed in accordance with their specific terms and that monetary damages would not
provide an adequate remedy in such event. Accordingly, it is agreed that, in addition to any other
remedy to which the nonbreaching Members may be entitled, at law or in equity, the
nonbreaching Members shall be entitled to injunctive relief to prevent breaches of this
Agreement and, specifically, to enforce the terms and provisions of this Agreement in any action
instituted in any court of the United States or any state thereof having subject matter jurisdiction
thereof.
46. Further Action . Each Member, upon the request of the LLC, agrees to perform all
further acts and to execute, acknowledge and deliver any documents which may be necessary,
appropriate, or desirable to carry out the provisions of this Agreement.
47. Method of Notices . All written notices required or permitted by this Agreement
shall be hand delivered or sent by registered or certified mail, postage prepaid, addressed to the
LLC at its place of business or to a Member as set forth on the Member's signature page of this
Agreement (except that any Member may from time to time give notice changing his address for
that purpose), and shall be effective when personally delivered or, if mailed, on the date set forth
on the receipt of registered or certified mail.
48. Facsimiles . For purposes of this Agreement, any copy, facsimile,
telecommunication or other reliable reproduction of a writing, transmission or signature may be
substituted or used in lieu of the original writing, transmission or signature for any and all
purposes for which the original writing, transmission or signature could be used, provided that
such copy, facsimile telecommunication or other reproduction shall have been confirmed
received by the sending Party.
49. Computation of Time . In computing any period of time under this Agreement,
the day of the act, event or default from which the designated period of time begins to run shall
not be included. The last day of the period so computed shall be included, unless it is a Saturday,
Sunday or legal holiday, in which event the period shall run until the end of the next day which is
not a Saturday, Sunday or legal holiday.
WHEREFORE, the Parties have executed this Agreement on the dates stated below their
signatures on the attached signature page for each individual Party.
NOTICE: EACH MEMBER HEREBY CERTIFIES THAT HE OR SHE HAS RECEIVED A
COPY OF THIS OPERATING AGREEMENT AND FORMATION DOCUMENT OF
_____________________________________________________________________________,
A MASSACHUSETTS LIMITED LIABILITY COMPANY. EACH MEMBER REALIZES
THAT AN INVESTMENT IN THIS COMPANY IS SPECULATIVE AND INVOLVES
SUBSTANTIAL RISK. EACH MEMBER IS AWARE AND CONSENTS TO THE FACT
THAT THE INTERESTS IN THE COMPANY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 OR ANY SECURITIES ACT OF THE COMMONWEALTH
OF MASSACHUSETTS. EACH MEMBER AGREES TO BE BOUND BY ALL OF THE
TERMS AND CONDITIONS OF THIS AGREEMENT AND THE FORMATION
CERTIFICATE OR ARTICLES.
Signatures of the Members:
__________________________________ ___________________________________
Name Name
__________________________________ ___________________________________
Name Name
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
Print Name of Member: _______________________
Address: ___________________________________
City, State, Zip: _____________________________
Phone: ____________________________________
FORM 5
Application for Employer
Identification Number
This form can be downloaded at the following address (click to view, or copy into the
address window of your internet browser):
http://www.uslegalforms.com/incorporation/irs
Download forms IRS-SS-4.pdf and IRS-SS-4-I (instructions)
Ownership Ledger
Name and Residence
Address of LLC
Member Date of
Transfer %
Ownership Amount Paid Subsequen
t Transfer
Show on
separate line
Accessories
U. S. Legal Forms, Inc. offers the following accessories:
See http://www.uslegalbookstore.com/officeproducts/
The certificate below is optional.
Membership Certifiate
No. ____ LIMITED LIABILITY COMPANY- COMMONWEALTH OF MASSACHUSETTS
Perientage: ___
This Certifiate iertifes that _________________________________) is a true
and lawful owner of ______ perient ownership of
____________________________) a Massaihusetts Limited Liability
Company. Suih ownership interest is only transferable in aiiordanie
with the Operating Agreement between the Members.
This iertifiate is issued by the Limited Liability
Company by its duly authorized ofiers on this the
____ day of _________) 20___.
__________________ __________________
