How to Form an LLC in Massachusetts

To form an LLC in Massachusetts, here's everything you need to know.

Here are the steps you need to take to form an LLC in Massachusetts. For more information on how to form an LLC in any state, see Nolo's article How to Form an LLC.

  1. Choose a name for your LLC.
  2. Appoint a registered agent.
  3. File a Certificate of Organization.
  4. Prepare an operating agreement.
  5. Comply with tax and regulatory requirements.
  6. File annual reports.

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 application must be filed by mail with the Secretary of The Commonwealth Corporations Division.

2. Appoint a Registered Agent

Every Massachusetts LLC must have an agent for service of process in the state. A registered agent may be an individual who resides in Massachusetts or a domestic or foreign corporation authorized to do business in Massachusetts with a physical street address in Massachusetts.

3. 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 LLC’s business, the name, address, and signature of the LLC’s registered agent and other basic information. The articles may be filed online or by mail.

4. Prepare an Operating Agreement

An LLC operating agreement is not required in Massachusetts, but is highly advisable. This is an internal document that establishes how your LLC will be run, including how the LLC will be managed. In the absence of an operating agreement, state LLC law will govern how your LLC operates.

5. Comply With 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. 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 MassTax Connect. For more information on state LLC tax registration, see Nolo's article Massachusetts LLC Annual Filing Requirements.

6. 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 can be filed online or by mail.

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.

7. 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. To register, file a Foreign Limited Liability Company Application for Registration. The form may be filed by mail or fax.

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