How to Start an LLC in Massachusetts

Looking to open a business in Massachusetts? Many small business owners choose to form a limited liability company (LLC). This popular business structure comes with many benefits, including limited liability for owners, flexible management structures, and tax advantages.

Follow the steps below to form an LLC in Massachusetts. (For more on how to form an LLC in any state, see our article on how to start your LLC.)

1. Choose a Name for Your Massachusetts LLC

Before filing the official paperwork to create your LLC, you'll need to pick a business name. Make sure to follow Massachusetts's rules for LLC names.

LLC name must be distinguishable. Your LLC's name can't be the same as or deceptively similar to the name of any corporation, LLC, or limited partnership reserved, organized, or registered with the Secretary of the Commonwealth of Massachusetts (SOC). Check which business names are available using the SOC's business entity search. (Mass. Gen. Laws ch. 156C, § 3 (2024).)

LLC name must include an entity designator. Under Massachusetts law, an LLC name must contain the words "limited liability company" or "limited company" or one of the following abbreviations:

• L.L.C.
• L.C.
• "LLC," or
• "LC."

(Mass. Gen. Laws ch. 156C, § 3 (2024).)

Name reservation. You can reserve a name for up to 60 days by filing an Application of Reservation of Name with the SOC. Complete the form and deliver the filing by mail or in person. You can extend the reservation for an additional 60 days. As of 2024, the filing fee is $30 to reserve a name and $30 to extend the reservation. (Mass. Gen. Laws ch. 156C, § 4 (2024).)

Using a DBA. When you register your LLC with the SOC, the name you choose for your LLC on your certificate of organization (called "articles of organization" in other states) becomes your business's legal name. But you don't have to use your LLC's legal name when doing business in the real world. You can instead use an alternate name—sometimes called a "DBA" (short for "doing business as"), "trade name," "assumed business name," or "fictitious business name." If your LLC uses a DBA, you must apply for a business certificate (DBA) with the town or city where your business is located. (Mass. Gen. Laws ch. 110, § 5 (2024).)

2. Appoint a Massachusetts Registered Agent

Every Massachusetts LLC must have an agent for service of process (called a "resident agent") in the Commonwealth. A "resident agent," called a "registered agent" in other states, is a person or business that accepts legal papers (like court documents or government correspondence) on a business's behalf.

In Massachusetts, a registered agent must be either:

• a Massachusetts resident
• a Massachusetts corporation, or
• a foreign corporation authorized to do business in Massachusetts.

(Mass. Gen. Laws ch. 156C, § 5 (2024).)

3. File a Certificate of Organization

You can create a Massachusetts LLC by filing a Certificate of Organization with the SOC. The certificate must include:

• the name of the LLC
• the address of the office where the LLC will keep its records
• the name, address, and written consent of the LLC's resident agent
• the date of the LLC's dissolution, if any
• the name and address of each manager, if any
• the name and address of anyone other than an LLC manager who's authorized to execute documents for the LLC (there must be at least one such person if the LLC has no manager), and
• the general character of the LLC's business.

(Mass. Gen. Laws ch. 156C, § 12 (2024).)

You can file the Certificate of Organization online through the Corporations Division's online filing system. Alternatively, you can complete the Certificate of Organization form and deliver it to the SOC's Corporations Division by mail or in person. As of 2024, the fee to file a Certificate of Organization is $500.

4. Prepare an Operating Agreement

An LLC operating agreement isn't required in Massachusetts, but you should create one. This internal document establishes how your LLC will be run, including its management structure. You and the other LLC members should agree on the rules and procedures for your LLC and put these rules and procedures in writing. In the absence of an operating agreement, state LLC law will govern how your LLC operates. You don't need to file the agreement with the Commonwealth.

Apart from providing the rules and procedures for the LLC, the operating agreement has other purposes. It can help preserve your limited liability by showing that your LLC is truly a separate business entity. In addition, investors and lenders like to look at an LLC's operating agreement before investing or lending money.

For help creating an LLC operating agreement, see Form Your Own Limited Liability Company by Anthony Mancuso (Nolo) or use our online LLC formation service. If you'd like more personalized legal help in drafting this agreement, talk to a Massachusetts lawyer.

5. Get an EIN and Comply With Other Tax and Regulatory Requirements

Other tax and regulatory requirements might apply to your LLC. For instance, your LLC might need to obtain an EIN, apply for business licenses and permits, and register for business taxes.

EIN. If your LLC has more than one member, it must obtain a federal employer identification number (EIN), even if it has no employees. If you form a single-member LLC, you must obtain an EIN for your LLC only if either you elect to have your business taxed as a corporation instead of a sole proprietorship (disregarded entity) or your single-member LLC has employees. You can get an EIN by completing an online EIN application on the IRS website. There's no filing fee.

Business licenses. Depending on your business activities and location, your LLC might need to obtain local and state business licenses. For local licenses, check with the clerk for the city where your LLC will conduct its business (or county if it's in an unincorporated area). Massachusetts doesn't require a general business license at the state level. Check out the business licenses and permits page on the Massachusetts website for more information about the state licenses your business might need.

Massachusetts Department of Revenue. 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 your business online at the DOR website through MassTaxConnect. For more information on Massachusetts LLC tax registration, check out the LLC annual report and tax filing requirements in Massachusetts.

FAQ About Massachusetts LLCs

Here are some other questions you might have about your Massachusetts LLC.

• Should I form an LLC in Massachusetts?
• How much does it cost to form an LLC in Massachusetts?
• Do I need to submit an annual report for my LLC in Massachusetts?
• Are there any other maintenance requirements for LLCs?
• Do I need an operating agreement for my Massachusetts LLC?
• Can a foreign LLC do business in Massachusetts?
• Can I form a single-member LLC in Massachusetts?
• Can I form a professional LLC in Massachusetts?
• How do I dissolve my LLC when I'm done?

Should I form an LLC in Massachusetts?

If you're just starting your business or have already been operating as a sole proprietor, you should consider forming an LLC. LLCs limit an owner's personal liability for business debts and lawsuits and offer a lot of flexibility when it comes to ownership, management, and taxation of the business.

To learn more about LLCs and decide if it's the right business structure for you, see our article on LLC basics.

How much does it cost to form an LLC in Massachusetts?

Below are the fees (as of 2024) you might need to pay to form your LLC in Massachusetts:

• The SOC charges $500 to file the Certificate of Organization.
• You can reserve your LLC name with the SOC for $30.

Filing on your own is often the cheapest option, but completing all of the forms and filing them yourself can be complicated. Hiring a lawyer is another option, but it will often cost you hundreds, if not thousands, of dollars in the process. If you'd like help completing all the filings, try our online LLC formation service.

To learn more about the costs associated with forming and running an LLC, see our article on how much it costs to form an LLC.

Do I need to submit an annual report for my LLC in Massachusetts?

All LLCs doing business in Massachusetts must file a Limited Liability Company Annual Report with the SOC. The report must contain the same information as the Certificate of Organization. You must file the report by your LLC's anniversary date. (Mass. Gen. Laws ch. 156C, § 12 (2024).)

You can file the report online through the Corporations Division's online filing system or by mail. As of 2024, the filing fee for the annual report is $500.

Are there any other maintenance requirements for LLCs?

Yes. LLCs must file a beneficial ownership information (BOI) report with the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of Treasury. You must file your BOI report online through FinCEN's BOI E-Filing System.

For more details about this reporting requirement, read our guide to the 2024 FinCEN BOI report.

In addition to submitting your LLC annual report, you'll likely need to keep up with local, state, and federal reports and taxes. You can get legal help with your legal and tax obligations from a Massachusetts business attorney.

Do I need an operating agreement for my Massachusetts LLC?

You're not required to have an operating agreement in Massachusetts. But it's highly advantageous to have this foundational document. An operating agreement will help protect your limited liability status, prevent financial and managerial misunderstandings, and ensure that you decide on the rules governing your business instead of state law by default.

Can a foreign LLC do business in Massachusetts?

To do business in Massachusetts, all LLCs organized outside of the state (called "foreign LLCs") must register with the SOC. Foreign LLCs must appoint a registered agent for service of process physically located in Massachusetts.

To register as a foreign LLC in Massachusetts, file a Foreign LLC Application for Registration. The completed application must be accompanied by a certificate of legal existence or good standing from the foreign LLC's home state. As of 2024, the fee to file a foreign application in Massachusetts is $500.

(Mass. Gen. Laws ch. 156C, §§ 47 and following (2024).)

For more detailed guidance, see how to qualify as a foreign business in Massachusetts.

Can I form a single-member LLC in Massachusetts?

Yes. For most formation purposes, a Massachusetts single-member LLC is considered the same as a multi-member LLC. The steps to form a single-member LLC in Massachusetts are the same as those listed above. To learn these steps, read our article on how to form a single-member LLC in Massachusetts.

Single-member LLCs do have additional flexibility when it comes to filing a tax return. To learn more, see our article on how single-member LLCs pay federal income tax.

Can I form a professional LLC in Massachusetts?

Yes. If you provide a licensed professional service in Massachusetts and want to form an LLC, you can form a professional LLC (PLLC). Examples of providers of professional services include attorneys, dentists, nurses, certified public accountants, and more. Generally, if you provide a service that requires a Massachusetts state license, certification, or registration before practicing, then you provide a professional service.

Read how to form a professional LLC in Massachusetts for more on PLLC requirements and step-by-step instructions on how to form a PLLC in the Bay State.

How do I dissolve my LLC when I'm done?

If you reach the point where it's time to close your business and cease all operations, then you'll want to properly dissolve your LLC to limit your liability for lawsuits and government fees. Your dissolution process will include obtaining tax clearance, filing a certificate of dissolution, settling debts, and distributing assets.

Read our article on dissolving a Massachusetts LLC for an explanation of these steps.