Massachusetts LLC Formation Guide

A Massachusetts LLC is a type of business that offers limited liability to its members (called members), and flexible taxation options. You will need to appoint an agent, choose a name for your business, and file a Certificate of Organization online with the Massachusetts Secretary of State. An LLC filing in Massachusetts is $500. This is our guide on how to get it done.

1. Name Your LLC

Your LLC’s legal name is the name under which you are registered with the state. You must follow the M.G.L. guidelines. ch.156C SS 3. Your LLC’s name is basically:

  • Must contain “limited liability company”, “limited company,” or abbreviation L.L.C., “L.C.,” or “LLC.”
  • It may contain the name and contact information of a manager or member.
  • You will be unique among Massachusetts’ approved business names.
  • Do not include abbreviations or words that could make it sound as if the LLC is another type of entity such as “corp” and “limited partnership.”

Is it possible to reserve a Massachusetts business name?

Yes, you can. You can fill out the Application for Reservation of Name to give yourself enough time to prepare your LLC before you start naming it. You can keep the reservation for 60 days. You can extend your reservation by paying an additional $30 after the 60-day period.

Your Massachusetts LLC must have a registered agent. You, a local resident or a registered agent service could serve as your registered agent. Your LLC’s registered agent will receive legal correspondence and other official paperwork. The Certificate of Organization will include the name and address of your registered agent.

What is a registered agent?

M.G.L. Massachusetts’s M.G.L. ch.156D SS 5.01 requires that your Massachusetts registered agent perform the following:

  • You must have a physical address in Massachusetts (PO boxes and virtual office are not allowed).
  • Maintain regular business hours (9am-5pm).
  • Accept correspondence and legal mail from the state for your business. Get them to you quickly.

Are you able to be your own registered agent for Massachusetts?

Yes, you can. But the question is whether or not.

Your information will be included in all documents of your LLC if you are acting as your own registered agent. This means that spammers, scammers and robocallers can contact you 24 hours a day. This is unacceptable. This means that your information is protected when you hire a registered representative. You’ll also have peace of mind knowing that your registered agent will take care of you if you go on vacation or are served with legal documents.

The train is now leaving the station. Now that you have your LLC name and a registered agent protecting your personal information, it is time to get it moving and file your Massachusetts Certificate of Organization.


Note that all information in this form will be made public.

To successfully complete the certificate, please provide the following information:

  • Company name. Add an indicator such as “LLC” to your company name.
  • Principal office. It must be a street address within Massachusetts.
  • General characteristics of the business. What is your business doing? Be specific and concise.
  • Last date of dissolution. If you don’t want to add an end date to your business, skip this section.
  • Address and resident agent. Name of the person you have appointed to receive your LLC’s legal mail.
  • Management of an LLC. Indicate whether the LLC is managed by members or a manager.
  • Person authorized to purchase property. If you are not planning on purchasing property through an LLC, skip this section. If you don’t plan on buying property with your LLC, please list the name and contact information of the authorized person to sign off on any property purchases.
  • Additional matters. If you don’t want to include any additional articles that are permitted by state law, skip this section.
  • Authorized signatory. Signing and submitting the Certificate of Organization.

What can I do to keep my personal data from being made public?

It’s never been easier for private information to be obtained. A professional registered agent will help you keep your address , phone number and name private and out of the public eye. An experienced registered agent will allow you to use their name instead of yours on this form.

How do I file the Massachusetts Certificate of Organization

Online or mail filings are possible. But, wait! The Certificate of Organization is $500. (Add $20 for online filings). Isn’t it a great way to get a kick in your teeth? Online filings can be completed in Massachusetts within two business days. It can take up 2 weeks to file a mail-in application. Your Massachusetts LLC is officially created when your Certificate of Organization has been filed.

Mail:Secretary to the Commonwealth

One Ashburton Place

Room 1717

Boston, Massachusetts 02108-1512

Online:

Corporations Online Filing System

A formal operating agreement is essential for any LLC. Although you don’t need to file it with state, it will serve as a guideline for how the LLC will operate. A well-written operating agreement can help you resolve any disputes with other members. An LLC that fails to create an operating agreement could lose its liability protection. Don’t put off this important step.

Is Massachusetts a requirement for an LLC to have an Operating Agreement?

Massachusetts doesn’t require an operating contract, but it’s a good idea to get one in writing. To open a bank account for your LLC, you will need an operating contract. There are many reasons why you need a bank account for your LLC. But the most important reason is that it acts as a barrier between your personal assets, and the business’s assets. Your personal assets will be more vulnerable to lawsuits without an operating agreement. Additionally, the default LLC rules in Massachusetts will apply to your LLC. This nonsense is beyond the reach of anyone.

What should an operating agreement include?

An operating agreement should be a roadmap for any big-picture problems your LLC may face. Your operating agreement can contain almost anything, provided it does not violate Massachusetts law. This list contains common topics that operating agreements cover:

  • Initial funding for the LLC
  • Distribution of profits and losses
  • Voting rights, decision-making power, and management
  • Transfer of membership interest
  • Dissolution of the business

Your LLC is now on the final stretch. Only a few steps more and you’re ready to go! Next, you will need an EIN (employer identification code) to register your LLC. EINs are used by the IRS to track and identify businesses. Apply directly to the IRS to get an EIN. Online, phone, fax or mail are all options for applying for an EIN. It is quick and secure.

What EIN do I need to have for my Massachusetts LLC?

Absolutely. An EIN is required for any Massachusetts LLC that employs, files tax returns or withholds income taxes. To open a bank account for your LLC, you will need one. A bank account can be opened for your LLC to create a legal separation between you and your LLC. This helps protect your personal assets against lawsuits against your LLC.

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