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Massachusetts LLC
Home | Business & Tax | LLC | Massachusetts LLC




Form a Massachusetts LLC





LegalZoom is your best resource to start your limited liability company online today. We provide a user-friendly service with hefty customer support to help you create an LLC in three easy steps. Protect your business and personal assets and organize your business with the help of experienced business formation experts.

When you form your Massachusetts LLC with LegalZoom, we prepare and file your articles of organization with the Corporations Division of the Secretary of the Commonwealth of Massachusetts. We also conduct a name search for your Massachusetts LLC to assist you in the preparation of your operating agreement and other customized services corresponding to your needs. Once your articles of organization have been successfully filed, your Massachusetts LLC begins its existence as a legal business entity.

LegalZoom LLC Overview






Names

Registering an LLC Name: Choosing a business name is one of the first steps in the process of forming your Massachusetts Limited Liability Company. The name that you choose:

  • Must contain, as the last words of the name, the words "limited liability company", "limited company", or the abbreviation "L.L.C.", "L.C.", "LLC" or "LC"

  • May contain the name of a member or manager

  • Must be distinguishable from (not the same or deceptively similar to) the name of any corporation, limited partnership or other Massachusetts Limited Liability Company reserved or organized under the laws of the commonwealth or licensed or registered as a foreign corporation, foreign limited partnership or foreign LLC in the commonwealth, except with the written consent of said corporation, limited partnership or LLC previously filed with the state secretary.

    LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check for your Massachusetts limited liability company before filing to see which names are available.

    How to Register: Once you have chosen an available name, LegalZoom can help you register your name with the state.

    Chris Schutte LLC

    Formation Requirements

    Articles of Organization: In any Massachusetts LLC formation, articles of organization must be signed by the members named in the articles, or by an organizer, and then filed with the Corporations Division of the Secretary of the Commonwealth. State law requires that certain information be included in your articles of organization for your Massachusetts LLC formation. This information must include:

  • The company name

  • The period of the LLC's duration (this period may be perpetual or for a set amount of time). If the LLC is to have a specific date of dissolution, the latest date on which the LLC is to dissolve

  • The purpose of organization (this may be specified or you are allowed to use the phrase "any or all lawful conduct for which a limited liability company may be organized")

  • The address of the company's registered office

  • The name of the company's registered agent (If you don't have a registered agent, LegalZoom can arrange to be your legal agent ?see below for additional details)

  • The name and address of each manager, if any, at the time of formation

  • The name of any other person besides manager authorized to execute documents filed with the state secretary (at least one person should be named if there are no managers)

  • If desired, the names of persons authorized to execute, acknowledge, deliver and record any recordable instrument purporting to affect an interest in real property, whether to be recorded with a registry of deeds or a district office of the land court

  • Any other matters or other provisions for internal regulation the authorized persons determine to be included therein

    Filing: Your LLC is considered organized once the articles of organization and one copy (or conformed copy) are delivered to the Corporations Division of the Secretary of the Commonwealth, and the Secretary of the Commonwealth finds that they are in compliance with state requirements. The document must be executed by (1) an organizer if the LLC has not yet been formed, (2) a manager or other authorized person after formation or (3) by a receiver, trustee or fiduciary if the LLC is in any of the aforementioned hands.

    One certified copy of the articles of organization will be issued, and the other certified copy will be returned to the organizer or members.

    Additionally, a Massachusetts LLC formation generally requires inclusion and/or consideration of the following:

    Organizers: Any person may form a LLC. The person need not be a member of the LLC.


  • Minimum Number of Organizers: One or more authorized persons


  • Eligibility:An organizer may be a natural person, partnership, whether general or limited and whether domestic or foreign, limited liability company, foreign limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.

    Operating Agreement: Although not required, LLC members may adopt an operating agreement for the company, which may also be amended and repealed as allowed by the agreement or applicable law. The articles of organization may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. If there is more than one member, any operating agreement shall initially be agreed to, in writing, by all of the members.

    LLC 3-Step Process



    Membership: A limited liability company must have one or more members. Requirements:

  • Minimum Number of Members: One or more.

  • Eligibility Requirements: A natural person or an entity

  • Procedure for Membership: The member may acquire an interest in the LLC either (1) upon the later to occur of: the formation of the LLC or directly from the company, in compliance with any operating agreement of the company or as reflected in the records of the LLC, or (2) after formation with the consent of all of the members of the company if a written operating agreement of the company does not provide for acquiring an interest directly from the company.

    Resignation of Membership: Certain prohibitions exist surrounding the ability of a member to resign from the company.

  • A member may not resign from a limited liability company except in accordance with the operating agreement or at the time or upon the happening of an event specified in the operating agreement.

  • The operating agreement may prohibit the right of a member to resign.

  • Even if there is no right of resignation, a member may resign by giving at least 6 months written notice to the LLC as specified by the articles and written notice to each member and manager.

  • The LLC may recover damages from the breach of the operating agreement

    Contribution:The contributions of a member to the limited liability company may be in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.

    Registered Agent In Massachusetts

    LegalZoom can also provide your business with a registered agent in Massachusetts. Every Massachusetts LLC must have a registered agent in Massachusetts-- the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit.

  • Eligibility Requirements: A registered agent in Massachusetts may be: (1) an individual resident of the commonwealth, (2) a Massachusetts corporation, or (3) a foreign corporation authorized to do business in the commonwealth

    Registered Office: The registered office may be a place of its business in Massachusetts

    Derwood Builders LLC



    Massachusetts Secretary of the Commonwealth

    Once a Massachusetts LLC has been created, the Massachusetts Secretary of the Commonwealth will require that certain recurring responsibilities and duties be fulfilled. The most important of these are discussed below. For further information, refer to the Massachusetts Secretary of the Commonwealth office.

    Continuing Obligations

    Annual Report: Each limited liability company shall file the following annual report with the Massachusetts Secretary of the Commonwealth that lists:

  • The company name

  • The period of the LLC's duration (this period may be perpetual or for a set amount of time). If the LLC is to have a specific date of dissolution, the latest date on which the LLC is to dissolve

  • The purpose of organization (this may be specified or you are allowed to use the phrase "any or all lawful conduct for which a limited liability company may be organized")

  • The address of the company's registered office

  • The name of the company's registered agent (If you don't have a registered agent, LegalZoom can arrange to be your legal agent ?see below for additional details)

  • The name and address of each manager, if any, at the time of formation

  • The name of any other person besides manager authorized to execute documents filed with the state secretary (at least one person should be named if there are no managers)

  • If desired, the names of persons authorized to execute, acknowledge, deliver and record any recordable instrument purporting to affect an interest in real property, whether to be recorded with a registry of deeds or a district office of the land court

  • Any other matters or other provisions for internal regulation the authorized persons determine to be included therein

    Records:Each limited liability company shall keep following records open to inspection at its office:

  • A current list of the full name and last known address of each member and manager

  • A copy of the certificate of organization and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed;

  • Copies of the LLC's federal, state, and local income tax returns and reports, if any, for the three most recent years

  • Copies of any then effective written operating agreements and of any financial statements of the LLC for the three most recent years

  • Unless contained in a written operating agreement, a writing setting out:

    o The amount of cash and a description and statement of the agreed value of the other property or services contributed by each member and which each member has agreed to contribute

    o The times at which or events on the happening of which any additional contributions agreed to be made by each member are to be made

    o any right of a member to receive, or of a manager to make, distributions to a member

    o any events upon which the LLC is to be dissolved and its affairs wound up

    LLC Pricing



    Dissolution

    Acts Triggering Dissolution: A limited liability company is dissolved upon the happening of any one of the following events:

  • At the time specified in the operating agreement

  • Upon an event specified in the operating agreement

  • Written consent of all members to dissolve

  • With respect to a LLC formed prior to January 1, 1997, except as provided in a written operating agreement, the death, insanity, retirement, resignation, expulsion, bankruptcy or dissolution of a member or the occurrence of any other event which terminates the membership of a member in the LLC unless within 90 days all remaining members consent to continue the business according to a right to continue in a written operating agreement

  • Entry of a decree of judicial dissolution

    Taxes

    An LLC can offer certain tax advantages over a corporation, including the availability of more deductions. Additionally, an LLC is not required to be a separate tax entity like a corporation;instead, it can be a "pass-through entity," so that the LLC owners report business losses or profits on their personal tax returns, like a partnership.

    Federal Income Tax: Unless you elect to tax the limited liability company as a corporation, the IRS treats single-member LLCs as sole proprietorships for tax purposes. This means the LLC itself does not pay taxes and does not have to file a tax return. Unless you elect to tax the limited Liability company as a corporation, the IRS treats multi-owned LLCs as partnerships for tax purposes. This means that LLC owners each pay taxes on their lawful share of the profits on their personal income tax returns, not the LLC itself. If you desire, by filing IRS Form 8832, you may elect corporate taxation if you regularly need to keep a substantial amount of profits in your LLC.

    State Income Tax: The LLC tax rate for Massachusetts is variable, depending on Massachusetts taxable net income.

    Federal Tax Identification Number: Your LLC may need to obtain a federal tax identification number (also known as an employment identification number/ EIN), which is similar to an individual's social security number. Generally, you will not need a separate EIN number for your LLC as long as you are the sole owner and the LLC has no employees. However, if you are not the sole owner of the LLC or if the LLC has employees, your LLC will need a separate EIN number to open a bank account and for certain tax filing requirements LegalZoom can prepare your Federal Tax ID Application if you have not already done so.

    Fees

    Filings must be made with the probate judge of the county in which the LLC was organized, along with the appropriate state filing fee. When appropriate, two checks must accompany the document, one payable to the judge of probate and one payable to the Massachusetts Secretary of the Commonwealth, covering all charges for the State of the Commonwealth.