How to Form an LLC in Massachusetts
To form an LLC in Massachusetts, here's everything you need to know.
1. Choose a Name for Your LLC
Under Massachusetts law, an LLC name must contain the words limited liability company," "limited company," or the abbreviations “L.L.C.,” “L.C.,” “LLC” or “LC.” The name may contain the name of a member or manager of the LLC.
Your LLC’s name cannot be deceptively similar to the names of other business entities already on file with the Secretary of the Commonwealth Corporations Division. Names may be checked for availability by searching the Massachusetts name database. You may reserve a name for 60 days by filing an Application for Reservation of Name. The filing fee is $30. The reservation can be extended by an additional 60 days by paying an additional $30 fee before the initial 60 day period expires. The application must be filed by mail with the Secretary of The Commonwealth Corporations Division.
2. File a Certificate of Organization
A Massachusetts LLC is created by filing a Limited Liability Company Certificate of Organization with the Secretary of the Commonwealth Corporations Division. The certificate must include: the LLC's name and address, the general character of the LLC’s business; the name, address, and signature of the LLC’s registered agent; the date of LLC's dissolution, if any; whether the LLC will be manager-managed or member-managed; the names and addresses of each manager, if any; and the names and address of any people authorized to execute documents for the LLC--there must be at least one such person if the LLC has no manager.
The filing fee is $520 for online filing; $500 for paper filing. The articles may be filed online or by mail.
3. Appoint a Registered Agent
Every Massachusetts LLC must have an agent for service of process in the state. This is an individual or business entity that agrees to accept legal papers on the LLC’s behalf if it is sued. A registered agent may be an individual who resides in Massachusetts or a domestic or foreign corporation authorized to do business in Massachusetts. The registered agent must have a physical street address in Massachusetts.
All of the paperwork and procedural steps to start a limited liability company in Massachusetts can be done online using Nolo's Massachusetts Online LLC Formation application.
4. Prepare an Operating Agreement
An LLC operating agreement is not required in Massachusetts, but is highly advisable. For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or use Nolo’s Online LLC. If an operating agreement is created, it need not be filed with the Certificate of Organization.
5. Publication Requirements
6. Comply With Other Tax and Regulatory Requirements
Additional tax and regulatory requirements may apply to your LLC. These may include:
EIN: If your LLC has more than one member, it must obtain its own IRS Employer Identification Number (EIN), even if it has no employees. If you form a one-member LLC, you must obtain an EIN for it only if it will have employees or you elect to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). You may obtain an EIN by completing an online application on the IRS website. There is no filing fee.
Business Licenses: Depending on its type of business and where it is located, your LLC may need to obtain other local and state business licenses.
Department of Revenue: In some cases, for example if you have employees or will be selling goods and collecting sales tax, you’ll need to register with the Massachusetts Department of Revenue (DOR). You can register online using the DOR’s WebFile for Business application. For more information on state LLC tax registration, see Nolo's article LLC Annual Report and Tax Filing Requirements: A 50-State Guide.
7. File Annual Reports
All LLCs doing business in Massachusetts must file an annual report with the Secretary of the Commonwealth Corporations Division. Domestic LLCs file a Limited Liability Annual Report. Foreign LLCs file a Foreign Limited Liability Annual Report.
The report must be filed by the LLC’s anniversary date. The report can be filed online or by mail. The filing fee is $500.
8. Foreign LLCs Doing Business in Massachusetts
To do business in Massachusetts, all LLCs organized outside of the state must register with the Secretary of the Commonwealth Corporations Division. Foreign LLCs must appoint a registered agent for service of process physically located in Massachusetts. To register, file a Foreign Limited Liability Company Application for Registration. The form may be filed by mail or fax. The filing fee is $520 for fax filing; $500 for paper filing.
The completed application must be accompanied by a certificate of legal existence or good standing from the foreign LLC’s home state, dated no more than 90 days prior to the filing of the certificate.