Create an LLC in Massachusetts

by Attorney Anthony Mancuso

File a Certificate of Organization to form an LLC in Massachusetts.

"LLC" is the common abbreviation for limited liability company. This legal ownership structure, similar to a corporation, protects its owners from being personally liable for business debts. (In contrast, if you operate under a sole proprietor or a partnership structure, you are personally responsible for debts of the business.)

You can set up an LLC in Massachusetts in just two short steps:

1. Choose a name for your LLC.
Your business name cannot be the same as (or deceptively similar to) the name of another business entity on file with the Corporations Division (of the Secretary of the Commonwealth). To ensure your proposed name is unique, be sure to search Massachusetts’s name database.

In Massachusetts, your LLC name must contain the words "Limited Liability Company" or "Limited Company," or the abbreviation "LLC," "LC," "L.L.C.," or "L.C."

2. File the formation document.
In Massachusetts, this document is called the Certificate of Organization. Prepare and file the Certificate of Organization with the Corporations Division. The Certificate of Organization should include your LLC’s name, its purpose, its address, and the name and address of your registered agent.

For help filing this document with the state of Massachusetts, read Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or use Nolo’s software LLC Maker. Or, if you'd like to form your LLC online right now, check out our online LLC formation service.

That’s it! That’s all it takes to become an LLC in Massachusetts.

Operating Your LLC
Though not legally required, an LLC operating agreement is something you should have. Much like a partnership agreement or corporate bylaws, this will guide the LLC owners in operating the business. For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or Nolo’s software LLC Maker. This document does not need to be filed with the Corporations Division.

To retain your LLC’s status as a separate entity, LLC members must observe certain formalities (i.e., keeping detailed financial records and recording minutes of major decisions). For more information, as well as minutes forms, consent forms, and more than 80 resolutions, see Your Limited Liability Company: An Operating Manual, by Anthony Mancuso (Nolo).

Last updated on 5/31/07.

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