Massachusetts gives LLC members unusual flexibility at the agreement stage: Chapter 156C recognizes an operating agreement whether it is written or oral. But leaving key terms unwritten can matter because the statute ties default voting to unreturned contributions and gives members a six-month resignation route even when an agreement tries to restrict resignation.
Choose the version that matches your Massachusetts LLC structure.
Do Massachusetts LLCs Need an Operating Agreement?
No, not as a condition of forming the LLC. Massachusetts forms an LLC through a Certificate of Organization filed with the Secretary of the Commonwealth. Chapter 156C does not list an operating agreement among the documents required to create the company, although official Massachusetts guidance recommends creating one. The base filing fee for the Certificate of Organization is $500.
The operating agreement is also not filed with the state. Because Massachusetts law expressly recognizes oral operating agreements, notarization is not a general validity requirement either. A written agreement is still the safer choice because Chapter 156C uses written operating agreements for certain transfer, liability, and recordkeeping rules.
Massachusetts provides a practical formation overview in its official guide to starting an LLC.
How Massachusetts Defines an LLC Operating Agreement
“Operating agreement” means any written or oral agreement of the members as to the affairs of a limited liability company and the conduct of its business.
That definition gives Massachusetts LLCs broad flexibility, but the statute also creates an important distinction between an agreement that can be oral and rules that specifically depend on a written agreement.
The statutory definition recognizes both. An operating agreement does not become invalid merely because the members did not put the entire arrangement into a formal signed document.
Under § 9(a)(5), Massachusetts still requires an LLC to keep written information covering member contributions, future contribution obligations, distribution rights, and dissolution events when those items are not already contained in a written operating agreement.
Under § 41(a), an assignee does not automatically become a member. A written operating agreement can establish the procedure for admitting an assignee; otherwise, approval of all other members is generally required.
What Happens When a Massachusetts Operating Agreement Is Silent?
Massachusetts has several defaults worth addressing directly because they do not all follow the same decision-making model. Member votes can turn on contribution value, manager votes default to a headcount, and resignation carries its own statutory notice rule.
For the voting rule itself, see Massachusetts General Laws § 21. The separate exit rule appears in Massachusetts General Laws § 36.
If the agreement does not establish member voting rights, the controlling decision comes from members holding more than 50% of the unreturned contributions, not simply a majority of people.
§ 21(d)If the agreement is silent, profits, losses, and distributions follow the agreed value of each member’s contributions that have been received and not returned.
§§ 29-30If manager voting rights are not addressed, a majority in number of the managers controls. That is different from the contribution-based default used for member voting.
§ 26(d)Even if the agreement says a member has no right to resign, the member may resign with at least six months’ written notice. If doing so breaches the agreement, the LLC may pursue damages and offset them against amounts otherwise distributable.
§ 36An assignee can receive the transferred economic rights but does not automatically receive management rights. Becoming a member generally requires approval of all other members unless a written operating agreement provides another procedure.
§§ 39, 41If the LLC does not put certain terms in a written operating agreement, it must still maintain a writing covering contributions, additional contribution obligations, distribution rights, and dissolution events.
§ 9(a)(5)