Limited Liability Company – General – Massachusetts
Related Massachusetts Legal Forms
A limited liability company (LLC) which is organized to render a professional service (as defined in Chapter 165A) is subject to the Massachusetts Limited Liability Company Act (the Act). The Act provides that such a LLC:
1. Is subject to any conditions or limitations established by the applicable regulating board, including the provision of liability insurance required by Chapter 156C, §65; and
2. Must include with its certificate of organization a certificate by the applicable regulating board which indicates compliance by the members and managers with any eligibility standards established by that board.
Other than these specific provisions, the Act does not provide that a LLC organized to render a professional service is to operate any differently than a “regular” LLC.
In light of the extensive statutory provisions set out for professional corporations in Chapter 156A, and the dearth of like provisions in the Limited Liability Company Act, it appears that it would be prudent to apply the corporate provisions to a LLC. The following is a summary of the corporate statutory provisions. They have been modified to make them applicable to a LLC.
A “professional service”, is a service which may be rendered only pursuant to a license pursuant to the laws of the commonwealth.
The “regulating board”, is the board or governing authority which is charged with licensing and regulating the profession of any person performing a professional service.
A “qualified person”, is a natural person, general partnership, or professional corporation which is eligible to own a membership interest issued by such LLC organized to render professional services.
A “disqualified person”, is any natural person, corporation, partnership, or other entity which for any reason is or becomes to own a membership interest issued by such LLC organized to render professional services.
A LLC organized to render professional services may be only for the purpose of rendering professional services and services ancillary thereto within a single profession.
A LLC organized to render professional services may own real and personal property necessary or appropriate for rendering the professional service it was organized to render, and may invest its funds in real estate, mortgages, stocks, bonds, or any other type of investment.
The relationship between a person rendering professional services and a person receiving such services, including liability arising out of such professional services, is not altered by any statutory provision.
Any privilege applicable to communications between a person rendering professional services and the person receiving such services extends to communications between a professional corporation and its employees rendering professional services and the person receiving such services.
A regulating board may by rule adopt requirements as to the names of a LLC organized to render professional services subject to the jurisdiction of such regulating board.
A LLC organized to render professional services may issue membership interest, fractional membership interest, and rights or options to purchase membership interest only to:
1. Natural persons who are licensed in the commonwealth or in any other state or territory of the United States or the District of Columbia to render a professional service permitted by the certificate of organization of the LLC;
2. General or registered limited liability, partnerships in which all the partners are natural persons (as defined above);
3. A LLC organized to render professional services authorized by law to render the professional service permitted by the certificate of organization of the LLC.
Business corporations authorized by law to engage in the rendering of the professional services permitted by the certificate of organization of the LLC; and
Limited liability companies authorized by law to engage in the rendering of the professional services permitted by the certificate of organization of the LLC.
A regulating board may by rule further restrict the authority of LLC organized to render professional services to issue or transfer a membership interest.
A member of a LLC organized to render professional services may transfer his or her membership interest and rights or options to purchase a membership interest in the LLC only to qualified persons. A member may pledge a membership interest in a LLC organized to render professional services to a disqualified person. Such membership interest may also be transferred by operation of law to a disqualified person.
A LLC organized to render professional services may adopt other restrictions on the transfer of a membership interest or require that transferees be approved by its members.
Every certificate issued representing a membership interest in a LLC organized to render professional services must state thereon in bold print that the membership interest represented thereby is subject to restrictions on transfer and any further restrictions on transfer imposed by the appropriate regulating board.
The transfer of membership interest in violation of the above restrictions is void.
No proxy for membership interest of a LLC organized to render professional services is valid unless it shall be given to a qualified person. A voting trust with respect to a membership interest in a LLC organized to render professional services is not be valid unless all the trustees and beneficiaries of the trust are qualified persons. However, a voting trust may be validly continued for a period of not more than six months after the death of a trustee or beneficiary or for a period of not more than six months after a trustee or beneficiary has become a disqualified person.
A LLC organized to render professional services must redeem all of the membership interest of a member upon the occurrence of any one or more of the following events unless the membership interest is transferred to a qualified person within twelve months after occurrence of the event:
1. If a member dies;
2. If a member is determined to be disqualified to render professional service for a period of six months or more;
3. If a member is determined to be incompetent or permanently disabled so as to be unable to render any professional services on behalf of the LLC;
4. If any membership interest of a member is transferred voluntarily or by operation of law to a disqualified person; or
5. If any other event specified in the certificate of organization or operating agreement occurs.
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