If you’re looking to form a Limited Liability Company in Massachusetts, the Certificate of Organization is the name of the document that needs to be filed with the Massachusetts Secretary of the Commonwealth. After the filing is approved by the state, the business can officially begin operating and register for the necessary business licenses and permits.
To help get your LLC started, I’ll go over how to fill out the Massachusetts LLC Certificate of Organization so you can start your LLC.
Anyone can learn how to form their own LLC, but using an entity formation service like Zenbusiness, Northwest, and Bizee guide you through the LLC formation process, so you will save time and know everything was done right.
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Table of ContentsTo file the Massachusetts Limited Liability Company Certificate of Organization, you will need to submit the completed form to the Massachusetts Secretary of the Commonwealth, Corporations Division. The form can be downloaded and sent by mail or filed online through the Massachusetts Secretary of the Commonwealth’s website
The first step in filling out the Massachusetts LLC Certificate of Organization is to pick a business name.
There are a couple of requirements to be aware of when choosing a Massachusetts LLC name.
1. The name of your LLC must not be too similar to the name of another business entity already registered with the state of Massachusetts. You can verify name availability by doing a Massachusetts LLC name search with the Massachusetts Secretary of the Commonwealth to be sure the LLC name is available.
2. The name of the LLC must include one of the following entity identifiers at the end of the business name:
– Limited Liability Company
– Limited Company
– L.L.C.
– LLC
– L.C.
– LC
Enter the LLC name, including the identifier, to continue.
In step 2, you will enter the principal office address of the business.
In 2a, the principal office address will be entered. This business address would be where the activities of the business will be carried out. A physical address in the State must be used, as P.O. Boxes are not acceptable.
If the business’s records will be housed at a second address, enter that address in 2b. If there isn’t a second address, use the dropdown to select the address of the principal office.
In this section, the general character of the business refers to providing an overview of what the business does.
If you want to keep the business purpose more open-ended, you can add “and engage in any lawful business activity for which a Limited Liability Company may be organized in Massachusetts” in addition to the original purpose statement.
This is an optional section, however, if you have a specific date of dissolution, enter it in this section. This is more common for investment-related LLCs.
If you don’t have a specific date in mind, skip over to step 5.
One requirement to have an LLC in Massachusetts is to appoint a Massachusetts resident agent. The resident agent (called a registered agent in many states) is a party that is physically located in the state of Massachusetts that will receive important notices and service of process (which means to accept papers that start a lawsuit) on behalf of the LLC.
You can either appoint an individual such as yourself as the resident agent or appoint someone else, such as a friend, or family member, or an entity such as a professional resident agent service.
The main requirements to be a Massachusetts resident agent are that they are generally available at a listed physical address in the state during normal business hours.
The resident agent must sign off and agree to act as the LLC’s agent.
If the Limited Liability Company will be Manager-Managed LLC, meaning the members hire a manager to run the LLC, similar to a CEO of a corporation, enter the name and address of the managers in this section. This isn’t common, so if not, leave this section blank.
In this section, provide the name and address of the members of the LLC. LLC Members are generally the owners of the business or investors.
If the LLC is involved with buying and selling real property such as real estate, enter the name and address of all individuals who are authorized to sign these types of documents. If the LLC is not involved in real property transactions, skip this section.
If there are additional rules that should be applied to the LLC (not very common), enter those in this section.
The person filing the Certificate of Organization will enter their contact information so the state can contact them regarding any issues that come up when filing the paperwork.
Additionally, they will review the document and accept the terms of the filing.
Last, enter payment information and submit the Certificate of Organization to the Massachusetts Secretary of the Commonwealth.
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The state filing fee to start an LLC in Massachusetts is $500.
It usually takes the state 1-2 business days to process the Certificate of Organization when filing online or 2-3 weeks when filing by mail.
Massachusetts LLCs are required to file a Massachusetts LLC annual report and pay the $500 state filing fee with the Massachusetts Secretary of the Commonwealth.
Under Massachusetts general laws, Chapter 156C state that an LLC operating agreement is optional. Although it isn’t required, it is recommended that most LLCs have one, as it can help prevent disputes among members and better protect the LLC’s legal status.
The requirements for business licenses and registrations in Massachusetts vary depending on what the business does and where it’s located.
Only Massachusetts LLCs that either have more than one member, will hire employees, or elect to be taxed as a partnership or corporation are required to get an Employer Identification Number (EIN).
The EIN or Employer Identification Number (also called a Federal Employer Identification Number or FEIN) is a unique 9-digit tax identification number that is assigned by the Internal Revenue Service (IRS).
If the LLC isn’t required to get an EIN (though you can still get one), the LLC will use the social security number of the business owner.
