A Massachusetts LLC must keep at its Massachusetts office a current list of members and managers, the certificate of organization and amendments, three years of tax returns, any written operating agreement and three years of financial statements (c. 156C, § 9). If contributions and distribution rights are not in the agreement, a separate writing must cover them. Members and managers can inspect the records during business hours.
M.G.L. c. 156C, § 9Massachusetts General Laws chapters 156C, 156D, 180 and 110 and the Corporations Division Filing Fees page reviewed November 11, 2026. Confirm current fees with the Secretary of the Commonwealth before filing.
Heads up: we are an independent company that prepares and submits Massachusetts filings for owners. We are not the Secretary of the Commonwealth or its Corporations Division, and we do not give legal advice. Every state charge passes through at the exact amount billed, shown separately from our service fee.
- Filed with the Massachusetts Corporations Division
- We track your Massachusetts annual report
- Cited to M.G.L. chapters 156C and 156D
- Talk to a filer: (386) 465-3937
The forks in the road.
Member and manager list
Full name and last known address of each member and manager.
M.G.L. c. 156C, § 9Formation documents
Certificate of organization, every amendment, and powers of attorney used to sign them.
M.G.L. c. 156C, § 9Three years of returns and statements
Federal, state and local tax returns and financial statements for the three most recent years.
M.G.L. c. 156C, § 9Contribution writing
Unless the operating agreement covers it: contributions made and promised, timing of further contributions, distribution rights and dissolution events.
M.G.L. c. 156C, § 9Inspection
Any member or manager may inspect and copy records at reasonable request and their expense during ordinary business hours.
M.G.L. c. 156C, § 9What to have ready
- Create a records folder at the Massachusetts office
- Write or update the member and manager list
- File the certificate and amendments
- Add three years of tax returns
- Sign the operating agreement
- Record contributions and distribution rights
Massachusetts LLC Records and Operating Agreement: What Chapter 156C, Section 9 Requires
Massachusetts LLC Records and Operating Agreement: What Chapter 156C, Section 9 Requires
Massachusetts LLC and corporation cost calculator
Corporations Division fee (at cost)
$500.00
Our service fee
$149.00
Agent and kit
$199.00
First-year total
$848.00
Next year the LLC files a $500 annual report on the anniversary of its filing date. When we file online, the Division's electronic processing charge is added at cost as its own line.
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A simple filing system
One folder for the certificate and amendments, one for the operating agreement and its changes, one for the member and manager list, and one per year for tax returns and financial statements. Replace the member list whenever someone joins or leaves. Keep it at the Massachusetts office, since that is where the statute says the records live.
Source: malegislature.gov
What the agreement should say
Contributions, distributions, voting, who can sign, how members leave and how the company dissolves. If any of that is missing, chapter 156C, § 9 requires a separate writing for contributions, distribution rights and dissolution events, so it is easier to write it all in the agreement.
Source: malegislature.gov
Managers and authority
Members manage unless the agreement provides for managers (c. 156C, § 24). With a manager, members generally do not sign or act for the company unless the agreement says so. Make sure the bank's signature card matches.
Source: malegislature.gov
Indemnification and liability limits
The certificate or agreement can let the LLC indemnify members and managers, and can limit their personal liability for breach of duty (c. 156C, § 8). These clauses matter when a dispute comes up, so include them at formation.
Source: malegislature.gov
Massachusetts law and Corporations Division rules behind this.
| Topic | Massachusetts rule | Where it comes from |
|---|---|---|
| Member and manager list | Full name and last known address of each member and manager. | M.G.L. c. 156C, § 9 |
| Formation documents | Certificate of organization, every amendment, and powers of attorney used to sign them. | M.G.L. c. 156C, § 9 |
| Three years of returns and statements | Federal, state and local tax returns and financial statements for the three most recent years. | M.G.L. c. 156C, § 9 |
| Contribution writing | Unless the operating agreement covers it: contributions made and promised, timing of further contributions, distribution rights and dissolution events. | M.G.L. c. 156C, § 9 |
| Inspection | Any member or manager may inspect and copy records at reasonable request and their expense during ordinary business hours. | M.G.L. c. 156C, § 9 |
Related Massachusetts reading.
Heads up: we are an independent company that prepares and submits Massachusetts filings for owners. We are not the Secretary of the Commonwealth or its Corporations Division, and we do not give legal advice. Every state charge passes through at the exact amount billed, shown separately from our service fee.
What Massachusetts owners ask us
Yes. The current member list must be provided to the Secretary within five business days of a written request.
M.G.L. c. 156C, § 9The statute lists what to keep at the office; scanned copies that can be produced on request are common practice.
M.G.L. c. 156C, § 9The certificate or a written operating agreement may eliminate or limit a member's or manager's personal liability for breach of duty (c. 156C, § 8).
M.G.L. c. 156C, § 8Yes. Corp USA prepares and submits your Massachusetts filing with the Corporations Division for you. The state fee is passed through at cost and our service fee is shown separately at checkout, so you never have to work through the state's filing system yourself.
Massachusetts Secretary of the Commonwealth, Corporations Division