Mandelbraut, Benjamin v. Board of Assessors of the City of Boston (May 29, 2025)

COMMONWEALTH OF MASSACHUSETTS
APPELLATE TAX BOARD
BENJAMIN MANDELBRAUT 	v. 	BOARD OF ASSESSORS OF
THE CITY OF BOSTON
Docket No. F346785 	Promulgated:
May 29, 2025
This 	is 	an 	appeal 	filed 	under 	the 	formal 	procedure 	pursuant
to G.L. c. 58A, § 7 and G.L. c. 59, §§ 64 and 65 from the refusal
of 	the 	Board 	of 	Assessors 	of 	the 	City 	of 	Boston 	(“appellee” 	or
“assessors”) 	to 	abate 	taxes 	on 	real 	estate 	assessed 	to 	Fountain
Square, LLC (“Fountain Square”) for fiscal year 2022 (“fiscal year
at issue”). Benjamin Mandelbraut (“appellant”) was the sole member
of Fountain Square, LLC.
Chairman 	DeFrancisco 	heard 	the 	appeal. 	He 	was 	joined 	by
Commissioners 	Good, 	Elliott, 	and 	Bernier 	in 	the 	decision 	for 	the
appellant. Commissioner Metzer dissented.
These 	findings 	of 	fact 	and 	report 	are 	made 	pursuant 	to 	a
request by the appellee under G.L. c. 58A, § 13 and 831 CMR 1.34.
Benjamin Mandelbraut, pro se, for the appellant.
Laura Caltenco, Esq., for the appellee.
ATB 2025-139

FINDINGS OF FACT AND REPORT
Based 	on 	testimony 	and 	documents 	admitted 	into 	evidence
during 	the 	hearing 	of 	this 	appeal, 	the 	Appellate 	Tax 	Board
(“Board”) made the following findings of fact.
On 	January 	1, 	2021, 	the 	relevant 	assessment 	date 	for 	the
fiscal 	year 	at 	issue, 	Fountain 	Square 	was 	the 	record 	owner 	of 	a
condominium 	unit 	in 	Boston 	with 	an 	address 	of 	543 	Massachusetts
Avenue, #5 (“subject property”). As noted above, the appellant was
the sole member of Fountain Square.
The 	appellee 	timely 	issued 	to 	Fountain 	Square 	a 	tax 	bill
valuing 	the 	subject 	property 	at 	$668,200, 	with 	a 	tax 	due 	of
$7,331.84, 	inclusive 	of 	a 	Community 	Preservation 	Act 	surcharge.
The fourth-quarter tax payment was untimely and incurred interest;
however, evidence submitted by the assessors demonstrated that the
appellant 	made 	sufficient 	payments 	to 	satisfy 	the 	three-year
average provision under G.L. c. 59, §§ 64 and 65.
On 	March 	25, 	2022, 	the 	appellant 	timely 	filed 	with 	the
assessors an application for a residential exemption under G.L. c.
59, § 5C (“§ 5C”), which was denied on April 27, 2022. The appellant
seasonably filed an appeal with the Board on July 20, 2022. Based
on 	the 	foregoing, 	the 	Board 	found 	and 	ruled 	that 	it 	had
jurisdiction to hear and decide the instant appeal.
At 	all 	relevant 	times, 	Fountain 	Square 	was 	a 	single-member
LLC. 	The 	appellant 	testified 	that 	his 	commercial 	lender 	required
ATB 2025-140

him 	to 	establish 	a 	limited 	liability 	company 	(“LLC”) 	to 	receive
financing for renovations that were necessary to make the subject
property habitable. The appellant further testified that Fountain
Square 	conducted 	no 	business 	apart 	from 	its 	ownership 	of 	the
subject 	property, 	and 	that 	Fountain 	Square 	held 	no 	assets 	other
than 	the 	subject 	property. 	The 	appellant 	made 	all 	mortgage,
insurance, real estate tax, and other payments in connection with
the ownership of the subject property from his own funds. Finally,
the 	appellant 	testified 	that 	he 	lived 	at 	the 	subject 	property 	as
his principal residence at all relevant times and used the subject
property’s 	address 	for 	income 	tax 	purposes, 	facts 	not 	challenged
by the assessors. The Board found the appellant’s testimony to be
credible.
The 	assessors 	contended 	that 	the 	appellant 	did 	not 	qualify
for 	the 	residential 	exemption 	because 	Fountain 	Square, 	not 	the
appellant, was the assessed owner of the subject property and thus
the “taxpayer” for purposes of § 5C.
For 	the 	reasons 	explained 	further 	in 	the 	Opinion 	below, 	the
Board found that: the subject property was the “principal residence
of 	[the 	appellant] 	as 	used 	by 	[the 	appellant] 	for 	income 	tax
purposes” 	within 	the 	meaning 	of 	§ 	5C; 	the 	appellant 	made 	all
payments in connection with the ownership of the subject property,
including 	real 	estate 	tax 	payments 	assessed 	on 	the 	subject
property; 	and, 	the 	appellant 	was 	the 	sole 	member 	of 	Fountain
ATB 2025-141

Square, 	a 	disregarded 	entity 	for 	income 	tax 	purposes. 	The 	Board
therefore 	found 	and 	ruled 	that 	the 	appellant 	was 	the 	“taxpayer”
for purposes of § 5C and was entitled to the residential exemption
at issue in this appeal.
Accordingly, 	for 	reasons 	stated 	more 	fully 	in 	the 	following
Opinion, the Board issued a decision in favor of the appellant and
ordered the abatement at issue.
OPINION
General 	Laws 	c. 	59, 	§ 	5C 	provides 	municipalities 	with 	the
option 	of 	granting 	a 	partial 	exemption 	from 	property 	tax 	to
property that is the “principal residence of a taxpayer as used by
the taxpayer for income tax purposes.” The City of Boston offered
a 	residential 	exemption 	for 	qualifying 	properties 	for 	the 	fiscal
year at issue.
The principal issue in the present appeal, as it has been in
a 	number 	of 	prior 	appeals, 	is 	the 	meaning 	of 	the 	term 	“taxpayer”
for 	purposes 	of 	§ 	5C. 	The 	present 	appeal 	presents 	the 	discrete
question, 	not 	previously 	decided, 	of 	whether 	a 	single-member 	LLC
or its sole shareholder is the taxpayer for purposes of § 5C.
In Moscatiello v. Assessors of Boston, 36 Mass. App. Ct. 622,
625 (1994), the Appeals Court upheld the assessors’ denial of the
residential 	exemption 	where 	the 	property 	was 	held 	in 	a 	nominee
trust, 	and 	the 	applicant 	was 	the 	trust 	beneficiary 	but 	not 	the
holder 	of 	record 	title 	to 	the 	property. 	Similarly, 	in 	Born 	v.
ATB 2025-142

Assessors 	of 	Cambridge, 	427 	Mass. 	790, 	794 	(1998), 	the 	Supreme
Judicial 	Court, 	relying 	on 	the 	Appeals 	Court’s 	analysis 	in
Moscatiello, 	declined 	to 	extend 	the 	residential 	exemption 	to 	the
applicants, who were tenant-shareholders of a Chapter 157B housing
cooperative corporation, because record title of the property was
held by the corporation, not the individual shareholder occupants.1
In 	holding 	that 	a 	resident’s 	payment 	of 	the 	tax 	was 	not
sufficient to qualify the resident as the “taxpayer” for purposes
of § 5C, the Moscatiello court determined that “because eligibility
for 	the 	exemption 	is 	based 	on 	the 	facts 	extant 	on 	January 	first
preceding the fiscal year in which the tax will be billed and paid,
the 	status 	of 	the 	applicant 	[for 	the 	exemption] 	must 	be
ascertainable” 	as 	of 	the 	relevant 	qualification 	date. 	36 	Mass.
App. 	Ct. 	at 	625. 	The 	court 	then 	observed 	that 	the 	assessors 	may
not 	know 	who 	paid 	the 	tax 	as 	of 	the 	relevant 	qualification 	or
application date. Id. at 624-25, fn. 2. In the example used by the
court, 	the 	resident’s 	application 	for 	residential 	exemption 	was
filed before the payment of the first-half of the semi-annual real
estate bill under G.L. c. 59, § 57, so the assessors did not know,
at 	the 	time 	the 	applicant 	filed 	the 	residential 	exemption
application, who would be paying the real estate tax.
1 Seemingly in recognition of the inequity of denying an exemption to the member
responsible for payment of the taxes, § 5C was subsequently amended in 2003 to
allow the exemption for the portion of a Chapter 157B cooperative corporation
property used as a principal residence that is represented by the member’s stock
in the cooperative corporation.
ATB 2025-143

However, in the present appeal, the appellant paid the first
three quarters of his quarterly real estate tax bill under G.L. c.
59, 	§ 	57C 	before 	he 	filed 	his 	residential 	exemption 	application,
giving notice to the assessors that he was paying the real estate
tax. Moreover, in the context of a single-member LLC, there is no
mystery as to who paid the real estate tax; it was the appellant,
as the sole shareholder of the single-member LLC, who had paid the
tax for the fiscal year at issue and for prior fiscal years.2
In addition, the requirement in § 5C that the property be the
taxpayer’s principal residence “as used by the taxpayer for income
tax 	purposes” 	indicates 	that 	a 	taxpayer 	applying 	for 	the
residential 	exemption 	may 	establish 	qualification 	for 	the
exemption 	after 	the 	January 	first 	qualification 	date. 	First, 	the
assessors cannot definitively know the residential address of the
taxpayer as used for income tax purposes as of January 1 because,
among 	other 	reasons, 	the 	taxpayer’s 	income 	tax 	return 	is 	due 	on
April 15. Assuming that the assessors would look to the April 15th
prior 	to 	the 	January 	1 	qualification 	date 	for 	the 	residential
exemption, a taxpayer could have moved after filing the income tax
return and prior to the January 1 qualification date.
2 The appellant’s qualification as the taxpayer for purposes of § 5C was the
subject 	of 	a 	prior 	appeal 	to 	the 	Board 	that 	was 	decided 	in 	favor 	of 	the
appellant. 	See 	Mandelbraut 	v. 	Assessors 	of 	Boston, 	ATB 	Docket 	No. 	X309331
(August 18, 2021). No Findings of Fact and Report were issued for this appeal.
ATB 2025-144

More importantly, the Board has held that the phrase “as used
by the taxpayer for income tax purposes” does not mean “as used by
the taxpayer on his [the taxpayer’s] income tax return. See Wiggins
v. Assessors of Boston, Mass ATB Findings of Fact and Reports 2009-
34, 48 (emphasis added); see also Browning v. Assessors of Boston,
Mass ATB Findings of Fact and Reports, 2009-247, 251. Rather, the
Board 	interpreted 	the 	phrase 	“as 	used 	by 	the 	taxpayer 	for 	income
tax purposes” to mean that the taxpayer “must use the property in
such 	a 	manner 	as 	to 	qualify 	it 	as 	his 	principal 	residence 	for
income 	tax 	purposes.” 	Wiggins 	at 	2009-48; 	see 	also 	Browning 	at
2009-251. 	The 	Board 	therefore 	adopted 	a 	facts 	and 	circumstances
test, 	as 	do 	the 	cases 	and 	regulations 	interpreting 	federal 	and
state 	income 	tax 	law, 	to 	determine 	whether 	a 	taxpayer 	is 	using
property as the taxpayer’s principal residence as of the relevant
qualification date. Id. Accordingly, the assessors cannot readily
ascertain as of the January 1 qualification date whether facts and
circumstances exist to establish that a taxpayer is using property
as the taxpayer's principal residence but can determine such facts
and 	circumstances 	when 	reviewing 	a 	taxpayer’s 	application 	for
exemption.
There are also several other statutory provisions that allow
persons 	to 	file 	abatement 	applications 	who 	are 	not 	the 	record
owners of property on the assessment or qualification date and are
therefore not known to the assessors prior to the date on which an
ATB 2025-145

abatement 	application 	is 	filed. 	For 	example, 	G.L. 	c. 	59, 	§ 	59
allows 	the 	following 	persons 	to 	apply 	for 	an 	abatement 	of 	tax: 	a
tenant 	who 	is 	under 	an 	obligation 	to 	pay 	more 	than 	one-half 	the
tax; a person who pays the tax and is in possession of the property;
a person who pays the tax and has an interest in the property; the
holder 	of 	a 	mortgage 	who 	has 	paid 	at 	least 	one-half 	of 	the 	tax
“during 	the 	last 	10 	days 	of 	the 	abatement 	period 	of 	the 	year 	to
which 	the 	tax 	relates;” 	and 	a 	person 	who 	acquires 	title 	to 	real
estate after January first. None of these persons would have paid
the tax as of the valuation date and yet each has a right to apply
for 	an 	abatement, 	notwithstanding 	the 	inability 	of 	assessors 	to
know who would pay the tax as of the relevant assessment date.
Regarding the residential exemption at issue, a taxpayer who
has 	not 	received 	the 	exemption 	“may 	apply 	for 	such 	residential
exemption to the assessors, in writing, on a form approved by the
commissioner, 	on 	or 	before 	the 	deadline 	for 	an 	application 	for
exemption 	under 	section 	59.” 	The 	exemption 	filing 	deadline 	under
§ 	59 	is 	April 	1 	“of 	the 	year 	to 	which 	the 	tax 	relates, 	or 	within
3 months after the bill or notice of assessment was sent, whichever
is later.” In the present case, April 1, 2022 was the deadline for
applying for the residential exemption, long after the January 1,
2021 qualification date for the residential exemption.
Given the timing of the residential exemption application and
the 	reference 	to 	the 	address 	used 	for 	income 	tax 	purposes, 	the
ATB 2025-146

Board 	reads 	Moscatiello 	to 	require 	that 	the 	applicant 	establish
that the facts necessary to qualify for the exemption be extant as
of the qualification date but that the proof of those facts may be
offered during the application and appeal process.
Further, 	there 	is 	a 	critical 	distinction 	between 	a 	single-
member 	LLC 	and 	the 	trust 	and 	cooperative 	forms 	of 	ownership 	at
issue 	in 	Moscatiello 	and 	Born. 	As 	a 	single-member 	LLC, 	Fountain
Square was, for income tax purposes, a disregarded entity with no
independent 	significance 	apart 	from 	its 	owner. 	See 	G.L. 	c. 	62, 	§
1 	and 	Treas. 	Regs. 	301.7701-3(b)(1)(ii). 	For 	purposes 	of 	the
Massachusetts 	individual 	income 	tax, 	“without 	limitation, 	all
income, assets, and activities of the [the single-member LLC] shall
be 	considered 	to 	be 	those 	of 	the 	owner.” 	G.L. 	c. 	62, 	§ 	1. 	Thus,
for 	income 	tax 	purposes, 	where 	property 	is 	held 	in 	the 	name 	of 	a
single-member LLC, the entity is disregarded, and its sole member
is considered the actual owner of any property that it holds.
For 	all 	of 	the 	foregoing 	reasons, 	the 	Board 	ruled 	that 	the
Moscatiello 	and 	Born 	decisions 	are 	distinguishable 	from 	the
present appeal and that, as the sole owner of a disregarded entity,
the appellant was the “taxpayer” for purposes of § 5C. Because the
appellant 	lived 	in 	the 	subject 	property 	as 	his 	primary 	residence
as 	of 	the 	relevant 	qualification 	date, 	the 	Board 	ruled 	that 	the
subject property was entitled to the residential exemption for the
ATB 2025-147

fiscal year at issue. Accordingly, the Board issued a decision in
favor of the appellant and ordered the abatement at issue.
THE APPELLATE TAX BOARD
By:
Mark J. DeFrancisco, Chairman
A true copy,
Attest:
Clerk of the Board
Commissioner Metzer Dissenting:
Benjamin 	Mandelbraut 	(“Mr. 	Mandelbraut”) 	decided 	to 	buy 	an
apartment 	in 	Boston 	in 	2017 	and 	finance 	the 	purchase 	and
renovations 	with 	a 	commercial 	lender. 	Finding 	that 	the 	lender
required 	him 	to 	take 	title 	in 	the 	name 	of 	a 	limited 	liability
company, 	Mr. 	Mandelbraut 	formed 	Fountain 	Square, 	LLC 	(“Fountain
Square” 	or 	“Limited 	Liability 	Company”) 	on 	November 	16, 	2017,
pursuant to G.L. c. 156C, the purpose of which is “[t]o buy, sell,
and develop real estate and engage in any and all lawful activities
for 	which 	limited 	liability 	companies 	may 	be 	formed 	in
Massachusetts.” 	The 	Certificate 	of 	Organization 	for 	Fountain
Square 	designates 	the 	street 	address 	of 	the 	entity’s 	office 	as
ATB 2025-148

that 	of 	its 	corporate 	registered 	agent 	located 	in 	Pittsfield,
Massachusetts, where its records would be maintained. The business
address 	of 	Fountain 	Square’s 	sole 	manager 	(Mr. Mandelbraut) 	is
stated to be at 11 Deerfield Street, Boston. Although not required
to 	be 	indicated 	in 	the 	Certificate 	of 	Organization, 	it 	is
undisputed 	that 	Mr. 	Mandelbraut 	is 	the 	sole 	member 	and 	in 	effect
the owner of the Limited Liability Company.3
On December 15, 2017, a Condominium Unit Deed transferring to
the 	Limited 	Liability 	Company 	title 	to 	Unit 5, 	543 	Massachusetts
Avenue 	(“subject 	property”) 	was 	recorded 	with 	the 	Suffolk 	County
Registry 	of 	Deeds. 	On 	January 1, 	2021, 	the 	valuation 	and
assessment date for the fiscal year 2022 (“fiscal year at issue”),
title to the subject property remained in the name of the Limited
Liability 	Company, 	the 	then 	owner, 	to 	whom 	the 	appellee 	assessed
taxes 	in 	the 	amount 	of 	$7,331.84, 	including 	the 	Community
Preservation Act surcharge.4
Before 	the 	Appellate 	Tax 	Board 	(“Board”), 	Mr. Mandelbraut
maintains that the subject property was his personal residence on
3 Due to his ownership of the Limited Liability Company, certain taxes personally
due from Mr. Mandelbraut but remaining unpaid after demand, if any, could become
a lien in favor of the Commonwealth on all property or rights to property of
Fountain Square. See G.L. c. 62C, § 50(a), which pursuant to G.L. c. 62C, § 2
does not apply to real property taxes 	such as those at issue in the matter
before the Board.
4 See G.L. c. 59, § 11, stating: “Taxes on real estate shall be assessed . . .
to the person who is the owner on January 1, and the person appearing of record,
in the records of the county . . . where the estate lies, as owner on January 1,
. . . shall be held to be the true owner thereof . . . 	.”
ATB 2025-149

January 	1, 	2021, 	and 	that, 	therefore, 	the 	City 	of 	Boston’s
residential 	exemption 	for 	the 	fiscal 	year 	at 	issue 	should 	have
been applied to reduce the taxable value of the subject property.
Mr. Mandelbraut 	confirmed 	in 	his 	testimony 	that 	the 	Limited
Liability 	Company 	did 	not 	file 	a 	federal 	or 	state 	income 	tax
return.
The provisions of G.L. c. 59, § 5C (“Section 5C”), describing
the residential exemption, are clear. 	A residential exemption is
to 	be 	“applied 	only 	to 	the 	principal 	residence 	of 	a 	taxpayer 	as
used 	by 	the 	taxpayer 	for 	income 	tax 	purposes.” 	The 	parties 	agree
that 	Mr. Mandelbraut 	occupied 	the 	subject 	property 	as 	his
principal 	residence 	on 	January 	1, 	2021. 	However, 	Mr. Mandelbraut
was not then the record title holder of, and hence not the taxpayer
with 	respect 	to, 	the 	subject 	property. 	Title 	to 	the 	property
resided 	in 	the 	name 	of 	the 	Limited 	Liability 	Company, 	recognized
by 	Massachusetts 	as 	a 	legal 	entity 	with 	the 	rights 	to 	sue 	and 	be
sued, separate and apart from its owner. See Dickey v. Inspectional
Services Department of Boston, 482 Mass. 1003, 1004 (2019).
In 	Born 	v. 	Assessors 	of 	Cambridge, 	427 	Mass. 	790 	(1998),
tenant/shareholders- 	of 	a 	housing 	cooperative 	corporation
organized under G.L. c. 157B (“Chapter 157B”) sought to claim the
residential 	exemption. 	The 	parties 	agreed 	that 	most 	of 	the
shareholders 	of 	the 	corporation 	occupied 	an 	apartment 	in 	the
subject 	property 	as 	their 	principal 	residence 	for 	income 	tax
ATB 2025-150

purposes and that the shareholders indirectly paid the real estate
taxes 	on 	the 	corporation’s 	property. 	427 	Mass. 	at 	792. 	It 	was
undisputed 	that 	the 	Chapter 157B 	cooperative 	was 	“the 	holder 	of
record 	legal 	title 	to, 	and 	the 	assessed 	owner 	of, 	the 	property.”
427 	Mass. 	at 	794. 	Accordingly, 	construing 	the 	definition 	of
taxpayer in Section 5C narrowly to mean the holder of legal title
to whom taxes are assessed,5 the Supreme Judicial Court held that
since (i) the Chapter 157B cooperative was a corporation, and (ii)
the 	tenant-shareholders 	did 	not 	qualify 	as 	taxpayers 	within 	the
meaning 	of 	Section 	5C 	because 	they 	did 	not 	hold 	legal 	title 	to,
and 	were 	not 	the 	assessed 	owners 	of, 	the 	property, 	neither
qualified 	for 	the 	residential 	exemption 	under 	Section 	5C. 	Id. 	at
794.
Following 	the 	decision 	in 	Born, 	the 	statute 	was 	amended 	by
the Legislature in 2003 to provide a special rule for that portion
of 	real 	property 	owned 	by 	a 	Chapter 	157B 	cooperative 	corporation
(i) 	occupied 	by 	a 	member 	of 	the 	corporation 	pursuant 	to 	a
proprietary 	lease 	as 	the 	member’s 	domicile, 	and 	(ii) used 	as 	the
member’s 	principal 	residence 	for 	income 	tax 	purposes. 	2003 	Mass.
Acts 	c. 	46, 	§ 	49. 	The 	portion 	so 	occupied, 	represented 	by 	the
The 	Court 	cited 	the 	decision 	of 	the 	Court 	of 	Appeals 	in 	Moscatiello 	v.
Assessors of Boston, 36 Mass. App. Ct. 622 (1994), and stated: 	“Construing the
definition of taxpayer narrowly in the context of a tax exemption is consistent
with legal precedent and sound public policy, because tax exemptions release
taxpayers from their obligation to pay their share of the cost of government,
thereby 	disturbing 	the 	objective 	of 	‘equalizing 	the 	distribution 	of 	the 	tax
burden.’” Born, 472 Mass. at 794.
ATB 2025-151
5

member’s stock in the cooperative corporation, is now eligible for
the residential exemption under Section 5C.
No 	such 	special 	rule 	exists 	with 	respect 	to 	a 	principal
residence to which an individual takes record title in the name of
a 	limited 	liability 	company 	of 	which 	the 	individual 	is 	the 	sole
member. The statutes of the Commonwealth do not disregard such an
entity for property tax purposes – they do not treat the member as
the 	direct 	owner 	of 	property 	to 	which 	the 	entity 	holds 	title.
Definitions of “disregarded entity” are found only in G.L. c. 62,
§ 	1(q) 	and 	G.L. 	c. 	63, 	§ 	30(2). 	The 	former 	relates 	to 	matters
dealing 	with 	the 	taxation 	of 	income 	and 	the 	latter 	relates 	to
matters 	addressed 	in 	G.L. 	c. 	63, 	dealing 	with 	the 	excise 	imposed
on corporations. Both provisions define a disregarded entity as an
entity that is disregarded as separate from its owner for federal
income tax purposes, and each goes on to provide that a disregarded
entity “shall similarly be disregarded for purposes of [Chapter 62
or 	Chapter 	63], 	and 	without 	limitation, 	all 	income, 	assets, 	and
activities 	of 	the 	entity 	shall 	be 	considered 	to 	be 	those 	of 	the
owner.”
Thus, 	while 	all 	of 	the 	assets 	and 	activities 	of 	Fountain
Square 	are 	considered 	to 	be 	those 	of 	Mr. 	Mandelbraut 	for 	state
income 	tax 	purposes, 	the 	definitions 	of 	disregarded 	entity 	in
Chapters 62 and 63 are not relevant to the assessment of property
ATB 2025-152

taxes 	governed 	by 	G.L. 	c. 596 	and, 	more 	particularly, 	to 	whether
the residential exemption is available under the circumstances of
this case.
Although 	the 	residential 	exemption 	sought 	here 	is 	described
in 	Section 	5C, 	most 	exemptions 	from 	property 	taxation 	appear 	in
G.L. 	c. 	59, 	§ 	5 	(“Section 	5”). 	Over 	the 	years, 	the 	number 	of
exemptions 	granted 	by 	the 	Legislature 	under 	Section 5 	has 	grown,
but what has not changed is the specificity with which exemptions
are 	described. 	Under 	Section 	5 	as 	in 	effect 	for 	the 	tax 	year 	at
issue, 	only 	one 	clause 	makes 	reference 	to 	a 	“disregarded 	entity”
– 	namely 	G.L. 	c. 	59, 	§ 	5, 	Sixteenth 	(3) 	(“clause 	16(3)”), 	which
exempts from property taxation all property, other than real estate
and 	certain 	other 	property, 	owned 	by 	manufacturing 	corporations
and, 	if 	locally 	accepted, 	research 	and 	development 	corporations
within 	the 	meaning 	of 	G.L. 	c. 63, 	§ 	42B 	(each 	a 	“Section 	42B
corporation”) 	that 	engage 	in 	manufacturing 	or 	research 	and
development within the Commonwealth.
As 	a 	result 	of 	legislation 	enacted 	in 	2010 	(2010 	Mass. 	Acts
c. 240, §§ 108 and 200), a limited liability company with its usual
place 	of 	business 	in 	Massachusetts 	that 	is 	disregarded 	under
6 Nor are the definitions of disregarded entity in Chapters 62 and 63 relevant
to the determination of who, under G.L. c. 62B, is liable for the collection of
withholding 	taxes 	on 	wages. 	See 	also 	U.S. 	Treasury 	Department 	Regulation
§ 301.7701-2(c)(2)(iv), indicating that a limited liability company disregarded
for federal income tax purposes remains the taxpayer liable for the collection
and payment of employment taxes.
ATB 2025-153

G.L. c. 63, § 30(2) may now also claim the property tax exemption
available 	to 	Section 	42B 	corporations 	if 	it 	too 	engages 	in
manufacturing or research and development within the Commonwealth
and 	its 	sole 	member 	is 	a 	Section 	42B 	corporation 	– 	provided 	that
the 	city 	or 	town 	in 	which 	its 	property 	is 	located 	accepts 	the
statutory change. For a discussion of this provision, see Brayton
Point 	Energy, 	LLC 	v. 	Assessors 	of 	Somerset, 	101 	Mass. 	App. 	Ct.
466, 	471 	(2022), 	aff’g. 	Mass. 	ATB 	Findings 	of 	Fact 	and 	Reports
2021-180.7
Just 	as 	it 	took 	a 	legislative 	amendment 	to 	permit 	tenant-
shareholders 	of 	a 	Section 	157B 	cooperative 	corporation 	to 	claim
the Section 5C exemption, it took a legislative amendment to make
it 	possible 	for 	a 	limited 	liability 	company 	whose 	sole 	member 	is
a Section 42B corporation and which itself engages in manufacturing
or research and development in the Commonwealth to qualify for the
exemption under clause 16(3), which was previously available only
to Section 42B corporations. In effect, the amendment ascribes the
corporate 	attributes 	of 	a 	Section 	42B 	corporation 	to 	its 	wholly
7 In Brayton Point Energy, the taxpayer, a limited liability company whose sole
member was a member of a corporate combined group, claimed an exemption from
property taxation available to business corporations under a different provision
of G.L. c.59, § 5 — 	Sixteenth (2). The 	Board, in its opinion, rejected the
appellant’s 	contention 	that 	the 	entity’s 	coal 	and 	fuel 	inventory 	was 	exempt
thereunder, 	noting 	that 	the 	“statutory 	flow 	through 	of 	income, 	assets, 	and
activities [in G.L. c.59, § 30(2) did] not transform disregarded entities into
business corporations” for property tax purposes. Mass. ATB Findings of Fact
and Reports 2021-187-189.
ATB 2025-154

owned 	limited 	liability 	company, 	while 	respecting 	the 	separate
legal existence of the entity.
No 	similar 	provision 	has 	been 	enacted 	addressing 	the 	matter
before 	the 	Board. 	A 	residential 	property, 	title 	to 	which 	is 	held
in 	the 	name 	of 	a 	single-member 	limited 	liability 	company
disregarded 	for 	federal 	and 	state 	income 	tax 	purposes, 	cannot
qualify 	for 	the 	residential 	exemption 	allowed 	under 	Section 5C
simply because the sole member of the entity occupies the property
as 	his 	principal 	residence. 	Without 	enabling 	legislation, 	the
characteristics 	of 	the 	entity’s 	sole 	member 	cannot 	be 	attributed
to 	the 	entity, 	and 	the 	entity 	itself 	cannot 	be 	disregarded 	for
property 	tax 	purposes. 	As 	stated 	by 	the 	Appeals 	Court 	in 	Brayton
Point 	Energy, 	101 	Mass. 	App. 	Ct. 	at 	471, 	the 	2010 	legislation
narrowly 	expanding 	the 	exemption 	under 	clause 	16(3) 	“shows 	the
Legislature 	did 	not 	intend 	all 	disregarded 	entities 	to 	benefit
from the local property tax exemptions.”
The 	Supreme 	Judicial 	Court 	has 	consistently 	recognized 	that
property 	tax 	exemptions 	must 	be 	strictly 	construed. 	“Taxation 	is
the general rule, and exemption is the exception. 	. . . 	Exemption
from 	taxation 	is 	a 	matter 	of 	special favor 	or 	grace, 	and 	will 	be
recognized only where the property falls clearly and unmistakably
within 	the 	express 	words 	of 	a 	legislative 	command.” 	Sylvester 	v.
Assessors 	of 	Braintree, 	344 	Mass. 	263, 	264-65 	(1962) 	(citations
omitted).
ATB 2025-155

In RCN-BecoCom, LLC v. Commissioner of Revenue, 443 Mass. 198
(2005), 	the 	taxpayer, 	a 	Massachusetts 	limited 	liability 	company,
claimed 	that 	its 	machinery, 	other 	than 	its 	manufacturing
machinery, 	was 	exempt 	from 	taxation 	under 	G.L. 	c. 	59, 	§ 	5,
Sixteenth as in effect for the fiscal year 2000. 443 Mass. at 200.
The 	Supreme 	Judicial 	Court 	stated 	that 	the 	statute 	was 	not
ambiguous. 	By 	its 	plain 	language, 	the 	exemption 	applied 	only 	to
corporations 	— 	not 	limited 	liability 	companies. 	Hence 	the
exemption was not available to the taxpayer. Id. at 207. Although
the taxpayer argued that the historical practice had been to grant
the 	exemption 	to 	all 	telephone 	companies, 	such 	as 	the 	taxpayer,
the Court ruled that “the commissioner did not have the authority
to 	extend 	the 	exemption 	. 	. 	. 	to 	any 	entity 	that 	was 	not 	a
corporation.” Id.
Four 	years 	later, 	in 	In 	re 	MCI 	WorldCom 	Network 	Services,
Inc., 454 Mass. 635 (2009), MCI Metro Access Transmission Services,
LLC 	(“MCImetro”), 	a 	Delaware 	limited 	liability 	company 	treated
until 	2004 	as 	a 	division 	of 	MCI 	WorldCom 	Network 	Services, 	Inc.,
a 	Delaware 	corporation, 	sought 	the 	corporate 	utility 	exemption
under G.L. 59, § 5, Sixteenth (1)(d) as in effect for fiscal years
2004 and 2005. The Supreme Judicial Court ruled that the exemption
applied only to telephone utility corporations subject to taxation
under 	G.L. 	c. 	63, 	§ 	52A 	(“§ 52A”), 	which, 	before 	its 	election 	to
be taxed as a corporation, MCImetro was not. Citing the Born case,
ATB 2025-156

supra, 	the 	Court 	stated 	that 	“[e]ven 	through 	MCImetro 	was
disregarded 	for 	corporate 	income 	tax 	purposes, 	it 	was 	always
treated separately for personal property ad valorem taxation. For
personal property taxation, exemption status turns on ownership.”
The Court cited as well its decision in Minkin v. Commissioner of
Revenue, 	425 	Mass 	174, 	181 	(1997), 	indicating 	that 	a 	“property
owner’s chosen form of organization creates tax consequences that
must be accepted.” In re MCI WorldCom, 454 Mass. at 649.
The Supreme Judicial Court went on to conclude that even after
MCImetro elected to be taxed as a separate corporation for federal
income 	tax 	purposes, 	the 	corporate 	utility 	exemption 	was 	not
available to it. Although MCImetro argued it then became a foreign
corporation 	within 	the 	meaning 	of 	G.L. 	c. 	63, 	§ 30(2), 	which
included 	limited 	liability 	companies, 	the 	Court 	stated 	that 	the
definition 	“specifically 	[did] 	not 	apply 	to 	§ 52 A.” 	In 	re 	MCI
WorldCom, 454 Mass. at 649-50.
Mr. 	Mandelbraut, 	having 	chosen 	to 	form 	a 	limited 	liability
company to take title to the subject property, must accept the tax
consequences of his decision. The definitional provisions in both
Chapter 62 and Chapter 63 serve a specific limited purpose (see In
re MCI WorldCom, supra), and bear no relevance to the matter before
the Board. 	Fountain Square was the holder of record title to, and
the 	assessed 	owner 	of, 	the 	subject 	property 	on 	January 	1, 	2021,
and hence neither Fountain Square nor Mr. Mandelbraut was eligible
ATB 2025-157

for 	the 	Section 	5C 	exemption 	for 	the 	fiscal 	year 	at 	issue. 	See
Born, 	supra. 	Just 	as 	the 	Commissioner 	of 	Revenue 	in 	RCN-BecoCom,
supra, did not have the authority to extend to a limited liability
company 	an 	exemption 	available 	only 	to 	corporations, 	the 	Board
does 	not 	have 	the 	ability 	to 	extend 	the 	residential 	exemption
beyond the limitations of the statute.
While 	an 	equitable 	argument 	might 	be 	made 	for 	allowing 	the
residential 	exemption 	under 	the 	circumstances 	of 	this 	case, 	the
Board 	has 	no 	equitable 	powers. 	Commissioner 	of 	Revenue 	v. 	Marr
Scaffolding Co., Inc., 414 Mass. 489, 494 (1993). The solution to
the matter lies not with the Board, but with the Legislature. See
O’Brien 	v. 	Massachusetts 	Bay 	Transportation 	Authority, 	405 	Mass.
439, 445 (1989).
THE APPELLATE TAX BOARD
By: 	__________________________________
Patricia Ann Metzer, Commissioner
A true copy,
Attest: ________________________
Clerk of the Board
ATB 2025-158