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Massachusetts Limited Liability Company: Forms and Practice Manual

by Stanley Keller, Esq. and Karl P. Fryzel, Esq.

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  • Updated annually
  • First Edition 1996
  • 2 volumes, 1,150+ pages, 190+ forms
  • Includes a forms CD
  • ISBN# 1-57400-019-5

Massachusetts Limited Liability Company: Forms and Practice Manual

Massachusetts Limited Liability Company: Forms and Practice Manual

Prominent Massachusetts attorneys have drawn from their extensive experience and collaborated to bring you strategies and forms for virtually every situation you may encounter in this newly revised two-volume Manual featuring a bonus CD with more than 190 electronic forms.

This extensive, updated manual, with its more than 1,100 pages of valuable content, will help you stay current and efficient by providing appropriate statutes and regulations – complemented by thorough discussions and analyses of any changing federal and Massachusetts state laws. Plus, you’ll be expertly guided through an extensive selection of appropriate LLC forms using an easy-to-follow format. Included are customizable electronic forms as well as explanations and planning strategies for the LLC business structure.

Important topics covered in this year’s update include:

  • A new section on ethical considerations for lawyers in forming LLCs.
  • The discussion on fiduciary duties in LLCs has been updated, including the duties sometimes owed by minority members.
  • An update on jurisdictional considerations in litigation for LLCs and on recent developments in derivative actions involving LLCs.
  • The latest developments in dealing with LLC bankruptcy matters is included.
  • A description of the 2020 CARES Act tax provisions relevant for LLCs has been added, including provisions incorporated into Massachusetts tax law.
  • A summary explanation of the recently Proposed Treasury Regulations on carried interests is included.
  • Updates to the operating agreement forms to cover the final IRS guidance on transfers of LLC interests by foreign members.
  • A new Appendix N that provides a form of operating agreement for an LLC that elects to be taxed as an S corporation has been added.

Stanley Keller, Esq. is of counsel in the law firm of Locke Lord LLP, where he is engaged in a business and securities law practice. He graduated from Harvard Law School, magna cum laude, and received an A.B. from Columbia University. Mr. Keller is active in the American Bar Association Business Law Section, having served as chair of its Federal Regulation of Securities Committee, Audit Responses Committee and Legal Opinions Committee. Mr. Keller is also past chair of both the Boston Bar Association and Massachusetts Bar Association Business Law Sections. He lectures for various continuing legal education organizations. He has also authored a number of articles on corporate and securities law matters and was editor of a three-volume treatise, Massachusetts Business Lawyering, published by MCLE, and co-editor of The Practitioner’s Guide to the Sarbanes-Oxley Act, published by the ABA. Mr. Keller is co-chair of the Boston Bar Association’s Task Force on Revision of the Massachusetts Business Corporation Law, a member of the ABA Corporate Laws Committee and a member of the TriBar Opinion Committee.

Karl P. Fryzel, Esq. is a partner in the law firm of Locke Lord LLP, where his practice is concentrated in the areas of tax and business planning, with particular emphasis on corporations, partnerships and limited liability companies. He graduated from Georgetown University Law Center, where he was an editor of Law & Policy in International Business, and received an A.B. from Boston College, summa cum laude. He attended the London School of Economics as part of his undergraduate degree. Prior to entering the private practice of law, he was an attorney in the Office of Chief Counsel of the Internal Revenue Service and the Tax Division of the U.S. Department of Justice. While at the Department of Justice he litigated cases in the U.S. Courts of Appeal and the U.S. Supreme Court, and while at the Office of Chief Counsel, drafted legislation and regulations in the areas of foreign and domestic taxation. He is a member of the American Bar Association Section of Taxation and the Boston Bar Association. He is a frequent lecturer on the topics of partnership, corporate and limited liability company taxation at the Massachusetts Continuing Legal Education and other seminars in New England.

» View Full Table of Contents [PDF]



Chapter 1: Introduction

Chapter 2: Formation and Filing


Chapter 3: The Operating Agreement

Chapter 4: Organization

Chapter 5: Limited Liability Company Capital

Chapter 6: Allocation and Distribution Provisions

Chapter 7: Management Provisions

Chapter 8: Transfer and Buy-Sell Provisions

Chapter 9: Dissolution

Chapter 10: Books, Records, and Accounting


Chapter 11: Reorganization of the LLC

Chapter 11A: Special Uses of LLCs

Chapter 12: Massachusetts Taxation

Chapter 13: Doing Interstate Business

Chapter 14: Commercial and Securities Law Aspects of LLCs

Chapter 15: Limited Liability Partnerships

Chapter 16: Equity Compensation and the LLC

Chapter 17: LLCs as Tax-Exempt 501(c)(3) Organizations

Chapter 18: Bankruptcy Related Issues




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