How to Form an LLC in Massachusetts

Here are the steps you need to take to start a limited liability company (LLC) in Massachusetts.

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

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. 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.

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 federal (employer) identification number (if any)
  • the LLC's name and street address in Massachusetts
  • the general character of the LLC's business
  • the date of the LLC's dissolution, if any
  • the name, address, and signature of the LLC's registered agent
  • 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.

Nolo Online LLC

All of the paperwork and procedural steps to start a limited liability company can be done online using Nolo's Online LLC Formation service.

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. 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:

  • the members' percentage interests in the LLC
  • the members' rights and responsibilities
  • the members' voting powers
  • how profits and losses will be allocated
  • rules for holding meetings and taking votes, and
  • buyout, or buy-sell, provisions, which determine what happens when a member wants to sell his or her interest, dies, or becomes disabled.

For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo).

5. 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 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 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.

FAQs

Ready to start your LLC?

Recommended Articles

What is a Limited Liability Company?

Frequently asked questions about starting and running an LLC, or limited liability company.

How LLC Members Are Taxed

LLC owners report business income and losses on their personal tax returns. Learn how to make the most of your LLCs tax flexibility.

Choosing the Best Ownership Structure for Your Business

Take our business formation quiz to find out what the best form of business ownership is for you.

The LLC Operating Agreement

Read about why you need an operating agreement and what to include in one.

Piercing the Corporate Veil: When LLCs May Be At Risk

LLCs offer their owners liability protection, but if you aren't careful an LLC's owners, members, or shareholders may be on the hook personally for business debt.

What is a Registered Agent?

Appointing a registered agent is a simple - but essential - step for every business. Learn more about what a registered agent does.

Small Business Resource Center

Get all of the information you need to start and run a small business.

Start Your LLC Today

Protect Your Business With Nolo.