Massachusetts General Laws

Mass. Gen. Laws ch. 156C, § 63 (2026)

Duties and liabilities of members and managers

✓ current as of July 2026

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Section 63. (a) Unless the provisions of this chapter or the context indicate otherwise, each reference in the General Laws to a ''person'', where such reference includes any partnership, whether general or limited and whether domestic or foreign, shall be deemed to include a limited liability company.

(b) To the extent that, at law or in equity, a member or manager has duties, including fiduciary duties, and liabilities relating thereto to a limited liability company or to another member or manager, (1) any such member or manager acting under the operating agreement shall not be liable to the limited liability company or to any such other member or manager for the member's or manager's good faith reliance on the provision of the operating agreement, and (2) the member's or manager's duties and liabilities may be expanded or restricted by provisions in the operating agreement.

Notes of Decisions

Cited in 6 cases (3 in the last 5 years), 2011–2026 · leading case: Allison v. Eriksson, 98 N.E.3d 143 (Mass. 2018).

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Allison v. Eriksson, 98 N.E.3d 143 (Mass. 2018). · cites it 5× “Of relevance here is G. L. c. 156C, § 63 ( b ), which provides that members of a limited liability company owe each other fiduciary duties, but that such duties may be enhanced or restricted according to the terms in the operating agreement.”

Cook v. Patient Edu, LLC, 20 Wage & Hour Cas.2d (BNA) 1608 (Mass. 2013). “156C, the Massachusetts Limited Liability Company Act, see G.”

Cook v. Patient EDU, LLC, 28 Mass. L. Rptr. 492 (Mass. Super. Ct. 2011). “See G.L.c. 156C, §63 (a) (any reference to “person” in General Laws which includes partnership shall be deemed to include limited liability company).”

Int'l Ass'n of Fire Fighters v. Nat'l Fire (Mass. Super. Ct. 2024). · cites it 2× “626, 627 (2018) (G.L. c. 156C, § 63(b) “provides that members of a limited liability company owe each other fiduciary duties,” subject to restriction in operating agreement).”

Moshe Yanai, Rachel Yanai, & Michal Int'l Inv. LLC v. Zack Keinan, Individually & as Gen. Partner of Scintilla Holdings, Ltd.; Scintilla Holdings, Ltd., as Gen. Partner of Scintilla Fund, L.P. (Mass. Super. Ct. 2025). “See G.L. c. 156C, § 63(b). In contrast, § 6.07(b), which addresses the potential liability of a Manager to MII or its Members, does not say that the Manager owes no fiduciary duties.”

Pamela L. Owens, as Pers. Rep. of the Est. of William a Owens v. Crescent Hill Partners, LLC, & Raymond Martin (Mass. Super. Ct. 2026). “, quoting G.L. c. 156C, § 63(a). Since by statute any “person” may form a partnership with another “person,” and the term “person” encompasses LLCs, it necessarily follows that an LLC like CHP may form a partnership—or, by analogy, form a joint venture—with a natural person like…”

— Mass. Gen. Laws ch. 156C, § 63(a) — 1 case

Pamela L. Owens, as Pers. Rep. of the Est. of William a Owens v. Crescent Hill Partners, LLC, & Raymond Martin (Mass. Super. Ct. 2026). “, quoting G.L. c. 156C, § 63(a). Since by statute any “person” may form a partnership with another “person,” and the term “person” encompasses LLCs, it necessarily follows that an LLC like CHP may form a partnership—or, by analogy, form a joint venture—with a natural person like…”

— Mass. Gen. Laws ch. 156C, § 63(b) — 2 cases

Int'l Ass'n of Fire Fighters v. Nat'l Fire (Mass. Super. Ct. 2024). “626, 627 (2018) (G.L. c. 156C, § 63(b) “provides that members of a limited liability company owe each other fiduciary duties,” subject to restriction in operating agreement).”

Moshe Yanai, Rachel Yanai, & Michal Int'l Inv. LLC v. Zack Keinan, Individually & as Gen. Partner of Scintilla Holdings, Ltd.; Scintilla Holdings, Ltd., as Gen. Partner of Scintilla Fund, L.P. (Mass. Super. Ct. 2025). “See G.L. c. 156C, § 63(b). In contrast, § 6.07(b), which addresses the potential liability of a Manager to MII or its Members, does not say that the Manager owes no fiduciary duties.”

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