Product Description

Recent updates:

• 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.

  The appendix to A Practical Guide to Massachusetts Limited Liability Companies contains several LLC-related resources that provide alternative formats and further analysis for readers seeking to supplement their reading of the main text. For the 2025 edition, MCLE has appended two additional articles:

  • 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

Table of Contents

Chapter 01 expand

Introduction

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Peter M. Rosenblum, Esq., Foley Hoag LLP

Chapter 02 expand

Classification of the LLC Under Tax Law

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Nicholas V. Romanos, Esq., Foley Hoag LLP

Chapter 03 expand

Choice of Entity

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Michael E. Mooney, Esq., Nutter McClennen & Fish LLP
David A. Parke, Esq., Bulkley, Richardson and Gelinas LLP

Chapter 04 expand

Forming an LLC and Drafting the Operating Agreement

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Francesca O. Considine, Nutter McClennen & Fish LLP
Portia S. Keady, Esq., Nutter McClennen & Fish LLP
Christopher S. McLoon, Esq., Cozen & O'Connor

Exhibit 4A

- Partnership Example LLC Buy Form

Exhibit 4B

- Corporate Model LLC Buy Form

Exhibit 4C

- Shortform Associates LLC Buy Form

Exhibit 4D

- Initial LLC Buy Form

Exhibit 4E

- Default Provisions in the Massachusetts Limited Liability Company Act (G.L. c. 156C) Buy Form

Exhibit 4F

- Mandatory Provisions in the Massachusetts Limited Liability Company Act (G.L. c. 156C) Buy Form

Exhibit 4G

- Provisions in the Massachusetts Limited Liability Company Act (G.L. c. 156C) Requiring a Writing Buy Form

Chapter 05 expand

Operating the LLC

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Philip S. Lotane, Esq., Venture Advisors Legal LLC

Checklist 5.1

- Summary of the Rights and Duties of Assignors and Assignees of LLC Interests Buy Form

Exhibit 5A

- Form of Agreement to Transfer LLC Membership Interest Buy Form

Chapter 06 expand

Buy-Sell Agreements and Other Transfers of Interests in LLCs

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Michael E. Mooney, Esq., Nutter McClennen & Fish LLP

Exhibit 6A

- Transfer of LLC Interests: Summary of Tax Consequences Buy Form

Exhibit 6B

- Sample Operating Agreement 1: Mandatory Liquidation Clause Favoring Continuing Members Buy Form

Exhibit 6C

- Sample Operating Agreement 2: Mandatory Liquidation Clause Favoring Withdrawing Member Buy Form

Exhibit 6D

- Sample Operating Agreement 3: Mandatory Liquidation Clause Bifurcating Tax Treatment Buy Form

Exhibit 6E

- Sample Operating Agreement 4: Right of First Refusal with Tax Classification Buy Form

Exhibit 6F

- Payments in Liquidation of a Member’s LLC Interest—Ordinary or Capital Buy Form

Chapter 07 expand

Entity Transfer Actions: Conversions of Existing Entities and Mergers; Dissolutions

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Erin Meredith Klein, Esq., Foley Hoag LLP
Nicholas V. Romanos, Esq., Foley Hoag LLP

Chapter 08 expand

Interstate Business by LLCs

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Marissa N. Soto-Ortiz, Esq., Office of the Secretary of the Commonwealth

Chapter 09 expand

Creative Uses of LLCs

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Peter M. Rosenblum, Esq., Foley Hoag LLP

Chapter 10 expand

The View from the Secretary of the Commonwealth’s Office

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Marissa N. Soto-Ortiz, Esq., Office of the Secretary of the Commonwealth

Checklist 10.1

- Items to Be Included in a Certificate of Organization for a Domestic LLC Buy Form

Checklist 10.2

- Practical Tips for Handling the Formation of an LLC Buy Form

Checklist 10.3

- Items to Be Included in an LLC Certificate of Merger or Consolidation Buy Form

Chapter 11 expand

Limited Liability Entities for Professionals

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Michael J. Bohnen, Esq., Nutter McClennen & Fish LLP

Appendix

Appendix

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Appendix A

- Comparison of Delaware and Massachusetts Limited Liability Company Statutes Buy Form

Appendix B

- Choice of Business Entity Buy Form

Appendix C

- Chart Summarizing Choice of Entity Factors Buy Form

Appendix D

- Outline: Organizing, Operating, and Terminating an LLC Buy Form

Appendix E

- Launching and Advising Limited Partnerships Buy Form

Appendix F

- Limited Liability Company Hypothetical Buy Form

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