If you’re looking to form a Limited Liability Company in Massachusetts, the Certificate of Organization is the name of the document that needs to be filed with the Massachusetts Secretary of the Commonwealth. After the state approves the filing, the business can officially begin operating and register for the necessary business licenses and permits.
To help get your LLC started, we’ll go over how to fill out the Massachusetts LLC Certificate of Organization so you can start your LLC.
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Steps To Fill Out The Massachusetts LLC Certificate Of Organization
To file the Massachusetts Limited Liability Company Certificate of Organization, you will need to submit the completed form to the Massachusetts Secretary of the Commonwealth, Corporations Division. The form can be downloaded and sent by mail or filed online through the Massachusetts Secretary of the Commonwealth’s website
Step 1: Pick a Name for the LLC
The first step in filling out the Massachusetts LLC Certificate of Organization is to pick a business name.
There are a couple of requirements to be aware of when choosing a Massachusetts LLC name.
1. The name of your LLC must not be too similar to the name of another business entity already registered with the state of Massachusetts. You can verify name availability by doing a Massachusetts LLC name search with the Massachusetts Secretary of the Commonwealth to be sure the LLC name is available.
2. The name of the LLC must include one of the following entity identifiers at the end of the business name:
– Limited Liability Company
– Limited Company
– L.L.C.
– LLC
– L.C.
– LC
Enter the LLC name, including the identifier, to continue.
Step 2: Enter the Principal Office Location
In step 2, you will enter the principal office address of the business.
In 2a, the principal office address will be entered. This is where the business’s activities will be carried out. A physical address in the State must be used, as P.O. Boxes are not acceptable.
If the business’s records will be housed at a second address, enter that address in 2b. If there isn’t a second address, use the dropdown to select the address of the principal office.
Step 3: List the General Character of the Business
In this section, the general character of the business refers to providing an overview of what the business does.
If you want to keep the business purpose more open-ended, you can add “and engage in any lawful business activity for which a Limited Liability Company may be organized in Massachusetts” in addition to the original purpose statement.
Step 4: Choose a Date of Dissolution
This is an optional section, however, if you have a specific date of dissolution, enter it in this section. This is more common for investment-related LLCs.
If you don’t have a specific date in mind, skip over to step 5.
Step 5: Appoint a Resident Agent
One requirement for having an LLC in Massachusetts is to appoint a Massachusetts resident agent. The resident agent (called a registered agent in many states) is a party physically located in Massachusetts who will receive important notices and service of process (which means accepting papers that start a lawsuit) on behalf of the LLC.
You can either appoint an individual such as yourself as the resident agent or appoint someone else, such as a friend or family member, or an entity such as a professional resident agent service.
The main requirements for a Massachusetts resident agent are that they are generally available at a listed physical address in the state during normal business hours.
The resident agent must sign off and agree to act as the LLC’s agent.
Step 6: List the Names of LLC Managers
If the Limited Liability Company will be a Manager-Managed LLC, meaning the members hire a manager to run the LLC, similar to a CEO of a corporation, enter the name and address of the managers in this section. This isn’t common, so if not, leave this section blank.
Step 7: Enter the Names of LLC Members
In this section, provide the name and address of the members of the LLC. LLC Members are generally the owners of the business or investors.
Step 8: Include Names of Authorized Signers for Real Estate
If the LLC is involved in buying and selling real estate, enter the name and address of all individuals authorized to sign these types of documents. If the LLC is not involved in real property transactions, skip this section.
Step 9: Include Any Additional Information
If there are additional rules that should be applied to the LLC (not very common), enter those in this section.
Step 10: Sign the Certificate of Organization
The person filing the Certificate of Organization will enter their contact information so the state can contact them regarding any issues that come up when filing the paperwork.
Additionally, they will review the document and accept the terms of the filing.
Step 11: Pay and Submit the Certificate of Organization
Last, enter payment information and submit the Certificate of Organization to the Massachusetts Secretary of the Commonwealth.
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Massachusetts LLC FAQs
How much does a Massachusetts LLC cost?
The state filing fee to start an LLC in Massachusetts is $500.
How long does it take to form a Massachusetts LLC?
It usually takes the state 1-2 business days to process the Certificate of Organization when filing online or 2-3 weeks when filing by mail.
Do Massachusetts LLCs have ongoing costs?
Massachusetts LLCs are required to file a Massachusetts LLC annual report and pay the $500 state filing fee with the Massachusetts Secretary of the Commonwealth.
Are Massachusetts LLCs required to have an operating agreement?
Under Massachusetts general laws, Chapter 156C states that an LLC operating agreement is optional. Although it isn’t required, it is recommended that most LLCs have one, as it can help prevent disputes among members and better protect the LLC’s legal status.
