Massachusetts Single-Member LLC Operating Agreement for Bank Accounts
Generate a Massachusetts-compliant Operating Agreement formatted the way banks actually request it — with your LLC legal name, EIN, registered agent, and ownership details laid out for easy verification.
Company Details
Must match the exact name filed with the Massachusetts Secretary of the Commonwealth, Corporations Division.
Registered Agent
Must have a physical Massachusetts street address (no P.O. boxes).
Sole Member / Owner
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Operating Agreement
Single-Member Limited Liability Company — State of Massachusetts
This Operating Agreement (the “Agreement”) is made and entered into as of October 5, 2026 by and between [Your LLC Name] (the “Company”), a single-member limited liability company organized under Massachusetts General Laws Chapter 156C (Massachusetts LLC Act), and [Your Name] (the “Sole Member”).
Company
[Your LLC Name]
Sole Member
[Your Name]
EIN
—
Formation Date
—
1. Formation
The Company was formed by filing Articles of Organization with the Massachusetts Secretary of the Commonwealth, Corporations Division on [date] under Massachusetts General Laws Chapter 156C (Massachusetts LLC Act).
2. Registered Agent
[Registered Agent Name], located at [Registered Agent Address], serves as the Company’s registered agent in Massachusetts.
3. Management & Authority
The Sole Member manages the Company with full authority, including opening and maintaining bank accounts, entering contracts, and acting for the Company without further authorization.
4. Charging Order Protection
Under M.G.L. c. 156C, Section 46, a charging order is the exclusive remedy for judgment creditors of a member, protecting single-member LLC assets from direct seizure in Massachusetts.
5. Massachusetts Compliance
Massachusetts LLCs file an Annual Report with the Secretary of the Commonwealth each year on the anniversary of formation, with a $500 fee. A Massachusetts registered agent and principal office are required. State filing fee: $500.
6. Tax Treatment
The Company is a disregarded entity for federal income tax purposes (Treasury Reg. § 301.7701-3); the Sole Member reports income on Schedule C of Form 1040.
7. Governing Law
This Agreement is governed by the laws of the State of Massachusetts, including Massachusetts General Laws Chapter 156C (Massachusetts LLC Act).
[Your Name] — Sole Member Signature
Date
Print Name: [Your Name]
Company Title: Sole Member / Manager
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Why Massachusetts Banks Require an Operating Agreement
When you open a business checking account for a single-member LLC in Massachusetts, banks like Bank of America, Rockland Trust, Santander, and TD Bank ask for your Operating Agreement for three key reasons: (1) to verify that your LLC’s legal name matches the name on your EIN letter from the IRS; (2) to confirm that you, as the sole member, have the authority to open accounts and sign for the company; and (3) to satisfy their Know Your Customer (KYC) and beneficial ownership documentation requirements under federal banking rules. Without an Operating Agreement, many branches will ask you to come back with one — or worse, open the account with missing documentation that delays transactions later.
Verifies
EIN & LLC legal name match
Confirms
Sole-member signing authority
Satisfies
KYC & beneficial ownership rules
How Massachusetts General Laws Chapter 156C Protects You
Massachusetts single-member LLCs are governed by Massachusetts General Laws Chapter 156C (Massachusetts LLC Act). This statute gives your LLC a legal existence separate from you personally, which is the foundation of liability protection: business debts and lawsuits generally attach to the company, not to your personal assets.
An executed Operating Agreement strengthens that protection in two ways. First, it documents that you treat the LLC as a separate entity (separate finances, documented decisions, formal management structure) — which is exactly what courts look for when creditors try to “pierce the veil” and reach your personal assets. Second, it locks in the internal rules that govern the company under the statute, so there is never ambiguity about who owns or controls the business.
Massachusetts Compliance Alert
Massachusetts LLCs file an Annual Report with the Secretary of the Commonwealth each year on the anniversary of formation, with a $500 fee. A Massachusetts registered agent and principal office are required.
These obligations are administered by the Massachusetts Secretary of the Commonwealth, Corporations Division. The LLC formation filing fee is $500. Failing to stay in good standing can jeopardize the liability protection your Operating Agreement helps document.
Massachusetts Single-Member LLC Operating Agreement FAQs
Does Massachusetts require a single-member LLC to have an Operating Agreement?
No state, including Massachusetts, legally mandates a written Operating Agreement for internal validity — but banks, lenders, and courts treat your LLC as far more credible when you have one. Under Massachusetts General Laws Chapter 156C (Massachusetts LLC Act), an Operating Agreement governs the internal affairs of the LLC, and financial institutions like Bank of America, Rockland Trust, Santander, and TD Bank routinely ask for it when you open a business checking account so they can verify your EIN, ownership, and signing authority.
Do I need an Operating Agreement to open a business bank account in Massachusetts?
Most banks in Massachusetts, including Bank of America, Rockland Trust, Santander, and TD Bank, will ask for your Operating Agreement (or a Certification of Formation) as part of their business account onboarding process. They use it to confirm that the person opening the account is authorized to act for the LLC and to match the LLC's legal name to its EIN. While technically a single-member LLC without an Operating Agreement can still open accounts, having one avoids delays, confusion, and re-visits to the branch.
Does Massachusetts protect my LLC assets from my personal creditors?
Yes, in most cases. Under M.G.L. c. 156C, Section 46, a charging order is the exclusive remedy for judgment creditors of a member, protecting single-member LLC assets from direct seizure in Massachusetts. This means your personal judgment creditors generally cannot seize LLC assets directly or force a distribution — they are limited to distributions the LLC chooses to make. Note that this protection is strongest when the LLC is treated as a separate entity (separate bank account, documented records, and an executed Operating Agreement).
What are the annual requirements and fees for an LLC in Massachusetts?
Massachusetts LLCs file an Annual Report with the Secretary of the Commonwealth each year on the anniversary of formation, with a $500 fee. A Massachusetts registered agent and principal office are required. The state LLC filing fee is $500, paid to the Massachusetts Secretary of the Commonwealth, Corporations Division. Keeping your LLC in good standing — filings current and registered agent up to date — is essential to preserving the liability protection the Massachusetts General Laws Chapter 156C (Massachusetts LLC Act) provides.
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