How to Form an LLC in Massachusetts
Secretary of the Commonwealth of Massachusetts—Corporations Division
One Ashburton Place
Boston, MA 02108-1512
Statutory Authority: Massachusetts Limited Liability Company Act — Mass. Gen. Laws ch. 156C § XXII (2012)
Massachusetts LLC General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Complete the “Certificate of Organization.”
3. Prepare a Letter of Transmittal.
4. Submit the completed documents, a photocopy of each, and filing fees to the Secretary of the Commonwealth of Massachusetts.
Massachusetts Certificate of Organization
The following information is legally necessary and sufficient to form a limited liability company in Massachusetts:
1. Company name
2. Street address of the office at which records will be maintained
3. General character of the business
4. Registered agent name and address
5. Name and address of each manager, if any
6. Name and address of all other authorized persons
7. Signature of each organizer
8. Registered agent signature
9. Contact information
Massachusetts LLC Fee Schedule
Application for Reservation of Name: $30.00
Certificate of Organization:
- Mail – $500.00
- Online- $520.00
- Facsimile – $520.00
Foreign Registration: $500.00
Certified Copy: $12.00
Annual Report: $500.00 by mail, $520.00 by facsimile or online
Certificate of Dissolution: $100.00
Your company name must end with a limited liability company designator. In Massachusetts the specific limited liability company designators are: “Limited Liability Company” Limited Company” “L.L.C.” “LLC” “L.C.” “LC”.
Conduct an entity name search on the Secretary of the Commonwealth website to confirm the availability of your company name.
If the name you want is available you can reserve it for 60 days by filing an “Application for Reservation of Name” and paying a name reservation fee of $30.00. NOTE: Reserving your company name is optional.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
Massachusetts requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a Massachusetts resident or active Massachusetts business entity that has a Massachusetts street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a Massachusetts resident and have a Massachusetts street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form a Massachusetts limited liability company. Nevertheless, Massachusetts permits you to add other provisions to your Certificate of Organization as an attachment.
The most common optional provisions are the following:
☐ Management of a limited liability company by designated managers
☐ Appointment of managers by a designated member or group
☐ Indemnification of members
☐ Indemnification of managers
☐ Right to admit new members
☐ Right to continue upon dissolution of dissociation
Post Formation and Ongoing Compliance
1. Draft and adopt an operating agreement.
2. Obtain a federal employer identification number by completing IRS Form SS-4.
3. If electing alternative tax entity filing status complete IRS Form 8832.
4. Open company bank account.
5. Create and maintain company records book.
6. File an Annual Report.
Registering as a Foreign Entity
1. Complete the “Foreign Limited Liability Company Application for Registration.”
2. Attach a certificate of legal existence or a certificate of good standing issued by an officer or an agency properly authorized in the state of organization.
3. Submit the completed documents, along with the filing fees, to the Secretary of the Commonwealth of Massachusetts.
Dissolving a Massachusetts LLC
1. Upon the dissolution and winding up of business, complete a Certificate if Cancellation. There is no form provided for this so you must draft your own based on the requirements of the Massachusetts Limited Liability Company Act. If you don’t want to draft your own form, you can file online.
2. Submit the completed document, along with the $100.00 filing fee, to the Secretary of the Commonwealth of Massachusetts.