A Practical Guide to Massachusetts Limited Liability Companies
Best Practices, Expert Advice

- Product Number: 1970280EBK
- Publication Date: 3/27/2025
- Edition: 5th Edition 2025
- Copyright: © 2025 MCLE, Inc.
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Product Description
Product Description
A Practical Guide to Massachusetts Limited Liability Companies covers the full spectrum of issues surrounding LLCs. Beginning with tax classification and choice of entity issues, it offers advice on the advantages and disadvantages of LLC status; a view from the Secretary of the Commonwealth's office; how to draft an LLC operating agreement; the rights and duties of members and managers; issues concerning the conversion, merger, or dissolution of a limited liability entity; and more. Written by some of the most respected business lawyers in the Commonwealth, MCLE's A Practical Guide to Massachusetts Limited Liability Companies is the definitive source for practical advice on LLCs in Massachusetts.
Recent updates:
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Update: March 2025
Dear Subscriber:
Thank you for updating your library with the 2025 edition of A Practical Guide to Massachusetts Limited Liability Companies . This latest product brings updated resources within your immediate reach—for fast, accurate, and practical answers to your questions.
Highlights from the issues addressed in this edition include
- tax classification of limited liability companies (LLCs) that were formed under the laws of foreign jurisdictions;
- taxation of single-member and multimember LLCs;
- a special rule applied when one member of a two-member LLC purchases the entire interest of the other member;
- guidance on the application of a U.S. Supreme Court decision— Connelly v. United States , 144 S. Ct. 1406 (2024)—holding that company-owned life insurance acquired to fund a shareholder redemption increases the company's fair market value for estate tax purposes (the decision involved a corporation but would apply to an LLC as well); and
- details on methods of paying filing fees to the Office of the Secretary of the Commonwealth and procedures for the issuance of certificates to LLCs.
- an outline by Kelly Dutremble and Josh French highlighting the issues faced in organizing, operating, and terminating an LLC and
- a detailed article by Jay Darby on launching and operating a limited partnership, with guidance on converting an existing business entity to an LLC and on choice of entity, including the advantages and disadvantages of operating as an LLC.
We trust you will find this latest version of A Practical Guide to Massachusetts Limited Liability Companies an invaluable resource for your busy practice.
Cordially,
MCLE Press
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Update: March 2025
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Table of Contents
Table of Contents
expand allChapter 01 expandIntroduction
Buy ChapterChapter 02 expandClassification of the LLC Under Tax Law
Buy ChapterChapter 03 expandChoice of Entity
Buy ChapterChapter 04 expandForming an LLC and Drafting the Operating Agreement
Buy ChapterExhibit 4A
- Partnership Example LLC Buy FormExhibit 4B
- Corporate Model LLC Buy FormExhibit 4C
- Shortform Associates LLC Buy FormExhibit 4D
- Initial LLC Buy FormExhibit 4E
- Default Provisions in the Massachusetts Limited Liability Company Act (G.L. c. 156C) Buy FormExhibit 4F
- Mandatory Provisions in the Massachusetts Limited Liability Company Act (G.L. c. 156C) Buy FormExhibit 4G
- Provisions in the Massachusetts Limited Liability Company Act (G.L. c. 156C) Requiring a Writing Buy FormChapter 05 expandOperating the LLC
Buy ChapterChapter 06 expandBuy-Sell Agreements and Other Transfers of Interests in LLCs
Buy ChapterExhibit 6A
- Transfer of LLC Interests: Summary of Tax Consequences Buy FormExhibit 6B
- Sample Operating Agreement 1: Mandatory Liquidation Clause Favoring Continuing Members Buy FormExhibit 6C
- Sample Operating Agreement 2: Mandatory Liquidation Clause Favoring Withdrawing Member Buy FormExhibit 6D
- Sample Operating Agreement 3: Mandatory Liquidation Clause Bifurcating Tax Treatment Buy FormExhibit 6E
- Sample Operating Agreement 4: Right of First Refusal with Tax Classification Buy FormExhibit 6F
- Payments in Liquidation of a Member’s LLC Interest—Ordinary or Capital Buy FormChapter 07 expandEntity Transfer Actions: Conversions of Existing Entities and Mergers; Dissolutions
Buy ChapterChapter 08 expandInterstate Business by LLCs
Buy ChapterChapter 09 expandCreative Uses of LLCs
Buy ChapterChapter 10 expandThe View from the Secretary of the Commonwealth’s Office
Buy ChapterChapter 11 expandLimited Liability Entities for Professionals
Buy ChapterAppendixAppendix
Buy ChapterAppendix A
- Comparison of Delaware and Massachusetts Limited Liability Company Statutes Buy FormAppendix B
- Choice of Business Entity Buy FormAppendix C
- Chart Summarizing Choice of Entity Factors Buy FormAppendix D
- Outline: Organizing, Operating, and Terminating an LLC Buy FormAppendix E
- Launching and Advising Limited Partnerships Buy FormAppendix F
- Limited Liability Company Hypothetical Buy Form - Editors & Authors