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.
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.
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.
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 filing fee is $520 for online filing; $500 for paper filing. The articles may 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.
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. It is not filed with the state. It sets out the rights and responsibilities of the members and managers, including how the LLC will be managed. It can also help preserve your limited liability by showing that your LLC is truly a separate business entity. In the absence of an operating agreement, state LLC law will govern how your LLC operates.
The operating agreement should include the following:
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 MassTax Connect. For more information on state LLC tax registration, see Nolo's article Massachusetts LLC Annual Filing Requirements.
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 contain the same information as the certificate of organization.
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.
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.