Limited liability companies (LLCs) in Massachusetts are affordable and easy to form. And as with other states, the State of Massachusetts has some unique LLC requirements.
Interested parties must register with the Secretary of the Commonwealth Corporations Division by filing the necessary forms, paying the necessary fees and meeting all naming and formation requirements.
The specifications required for forming a Massachusetts LLC are as follows:
Registration. LLCs are required to file a Certificate of Organization with the Secretary of the Commonwealth Corporations Division. The certificate must include the following information:
- Federal employer identification number (EIN)
- LLC’s name and address
- General character of the business
- Date of dissolution, if applicable
- Duration, if the LLC will only last a limited amount of time
- Registered agent’s name and address
- Member’s or manager’s names, addresses and signatures
- A signature of at least one authorized signatory
- LLC contact number, email and address
All documents must be filed in duplicate and be accompanied by the required filing fee.
Forms and fees. The filing fee for the Certificate of Organization is about $500 and must be paid upon submission of the documents to the Secretary of the Commonwealth Corporations Division. Filing must be done in duplicate and can be done online, in person, by mail or by fax. Fees can change, check with the Secretary of the Commonwealth Corporations Division for the latest fees.
Timeline. The general turnaround time for processing of business documents is between three to five business days. This timeline does not include shipping/mailing time. An option for expedited processing is available, but with an additional fee that is up to 4.5% of the total fee.
Naming requirements. LLC naming requirements can be confusing. However, the easiest way to make sure that your LLC name will be approved is to ensure that it is distinguishable from other LLCs and includes specific words required of LLCs. You may opt to have a preferred name checked for availability before filing your LLC formation documents by checking both the name reservation database and the corporate database.
Formation requirements. To form an LLC, a registrant must first file a Certificate of Organization with the Secretary of the Commonwealth Corporations Division. All submissions must be accompanied by filing fee that is about $500.
An LLC with more than one member is also strongly advised to have a limited liability operating agreement among its members.
Starting an LLC in Massachusetts
Before you begin the registration process for an LLC in Massachusetts, it’s important to know what an LLC is and whether or not it is a viable business structure for your company, so be certain to read up on the definition and benefits of an LLC.
These steps will guide you through the LLC registration process with the Massachusetts Secretary of the Commonwealth Corporations Division:
1. Decide on a name for your business. You can choose any name for your LLC as long as it ends with “Limited Liability Company,” “Limited Company” or any variation of its abbreviation—e.g., LLC, L.L.C., LC or L.C. The name may also contain a name of one of its members or managers.
Names may be reserved for up to 60 days by filing a name reservation application and submitting the required $30 fee. A reservation may be extended up to another 60 days for an additional fee of $30. The extension must be filed before the initial 60 days expires. This process may be done by mail or in person. These fees can change, check with the Secretary of the Commonwealth Corporations Division for the most recent fees.
You may also have a preferred name checked for availability.
2. Assign an agent for service of process. Registered agents are individuals or corporations authorized to do business in the state and which have permanent addresses in Massachusetts. Registered agents accept legal documents on behalf of the LLC and make sure its members are notified.
3. Get an Employer Identification Number (EIN) from the IRS. If there are two or more members in your LLC, your company will need to obtain an EIN from the IRS, for tax purposes.
4. Create an operating agreement. Although LLCs in Massachusetts are not required to have a limited liability company operating agreement, it is wise to have one in place with other members should your LLC have more than one member. The State of Massachusetts recognizes limited liability company operating agreements as governing documents.
5. Familiarize yourself with the LLC’s continuing legal obligations, specifically annual reports. LLCs in Massachusetts are required by state law to submit annual reports with the Corporations Division. Annual reports are due in the anniversary month of the formation of the LLC. There is also a required filing fee that is about $500.
All reports must include the following information:
- LLC name and principal office address
- General character of business
- Registered agent name and address
- ;Name and address of the person authorized to:
- Execute these documents
- Execute, acknowledge, deliver and record instruments that may affect the interest of the LLC’s property
- One signature of an authorized entity
Filing an LLC and Fees
Following are the forms and fees that are required when starting an LLC in Massachusetts:
1. Forms. Those looking to form an LLC in Massachusetts will have to file a Certificate of Organization with the Secretary of the Commonwealth Corporations Division. The Certificate of Organization must be submitted in duplicate and must also be accompanied by the appropriate filing fees.
2. Fees. The filing fee for a Certificate of Organization is about $500.
3. Limited liability company operating agreement. Although the LLC operating agreement is not filed with the Secretary of the Commonwealth Corporations Division, it is a good idea to have one in place for LLCs with more than one member. This agreement should be kept on file by the registered agent.
4. Taxes. LLCs in Massachusetts are treated as corporations, limited liability partnerships or single-member LLCs and are subject to federal income tax classifications. Depending on the type of taxation you opt to have for your LLC, you will have different federal tax responsibilities.
You should always make sure to acquaint yourself with the state laws regarding taxation. Your LLC may be subject to other taxes depending on the kind of services your LLC may offer.
This portion of the site is for informational purposes only. The content is not legal advice. The statements and opinions are the expression of author, not LegalZoom, and have not been evaluated by LegalZoom for accuracy, completeness, or changes in the law.