Create a Massachusetts LLC
Steps to Forming a Massachusetts LLC
Massachusetts is an exciting place to launch a new business—it’s a hub for education, music, finance, manufacturing and more! Navigating the waters of business formation, however, can be much less thrilling.
Forming a Massachusetts LLC always begins with filing a Certificate of Organization, but after this step, different businesses will have different needs. Below are the most common steps to forming a Massachusetts LLC:
- File Massachusetts LLC Certificate of Organization
- Write an operating agreement
- Apply for a FEIN from the IRS
- Obtain required licenses and permits
- Open a business bank account
It may sound like a lot, but you don’t have to brave these waters alone. At Massachusetts Registered Agent LLC, we offer a total formation package that gives you everything your new business needs from custom documents to a year of resident agent service—all for $669, including Massachusetts filing fees!
Massachusetts LLC Certificate of Organization
So what exactly is the Massachusetts LLC Certificate of Organization? Your Certificate of Organization is the document you submit to the Corporations Division in order to form and register your Massachusetts LLC in the commonwealth.
What to Include in Your Certificate of Organization
In your Massachusetts LLC Certificate of Organization, you’re required to provide specific information about your LLC, such as your company’s name, address, and resident agent.
Some of the information requested can be a bit confusing—what exactly is “character of business” and what does it mean when someone is authorized to execute “any recordable instrument purporting to affect an interest in real property?” Below is an explanation of the information requested by the Certificate:
- Federal Identification Number: The paper form has a space to include your Federal Identification Number (your EIN or FEIN). You’ll get this number later on after your Massachusetts LLC forms. You don’t need to write anything in the blank.
- Name: The name of your Massachusetts LLC should include one of these words or abbreviations: Limited Liability Company, Limited Company, L.L.C., L.C., LLC or LC. To see if your name is available, you can search the Massachusetts Corporate Database.
- Office Address: You must include a street address (not a PO Box) for the office in Massachusetts where your LLC’s records will be kept. Online filings also request the address of your principal office (your main business office). Most businesses keep their records at their principal office, and simply click “Same Address as Principal Office.” However, if this isn’t the case for your LLC, include both addresses in your Certificate of Organization.
- Character of Business: In this section, describe what kind of business your Massachusetts LLC is or does. It can be as simple as a few words like “cat food manufacturing” or “Mexican restaurant.” You can’t just write a general purpose like “to engage in lawful business in Massachusetts,” but you can include a general purpose along with your specific description.
- Latest Date of Dissolution: Dissolution is when your company ceases to exist. If you would like your Massachusetts LLC to have a specific end date, you can include this in your Certificate, but it’s not required.
- Resident Agent: Your Massachusetts resident agent accepts service of process and official notifications for your LLC. Your resident agent must be regularly available at a street address in Massachusetts. Your agent must either be an individual Massachusetts resident or an authorized business in the commonwealth. You’re required to include the name and address of your resident agent.
- Consent of Resident Agent: Re-enter the name of your resident agent in this section. On the paper form, this section comes at the end of the Certificate of Organization. A signature isn’t required.
- Managers: Your Massachusetts LLC can be managed by the members themselves or by managers. Managers don’t have to be members. If your LLC is managed by managers, you must include the name and business address of each manager. The business address can be the same as the LLC’s office address.
- Authorized Person: If your Massachusetts LLC doesn’t have any managers, you’ll need to include the name and business address of at least one person who is “authorized to execute documents filed with the Corporations Division.” For example, if your LLC later amends your Massachusetts LLC Certificate of Organization, an authorized person would sign the amendment. Typically, authorized people are the members of your LLC.
- Authorized Person for Property: The Certificate also requests the name and business address of those authorized by the LLC to sign records relating to “real property” (land or real estate). For example, this person would be authorized to sign a filing with the Massachusetts Registry of Deeds Division. This section is optional.
- Organizer: An organizer signs and delivers your Certificate of Organization, forming your Massachusetts LLC. Your organizer doesn’t have to be a member, manager, or anyone with ownership interest in the company. If you hire us, we’ll be your organizer.
Submit Your Massachusetts Certificate of Organization
You can submit your Massachusetts LLC Certificate of Organization by mail, in person, by fax, or online. Online and faxed filings are processed the fastest (although all filing types are usually processed pretty fast, in about 1-3 days).
MAIL AND IN-PERSON FILINGS
You can download a Massachusetts LLC Certificate of Organization form from the Corporations Division. If you need to attach any additional information (for example, if you have more members or managers than there is room to list), use the official Attachment Sheet.
- Filing fee: $500
- Payment options: check or money order
In addition to completing your Certificate of Organization, you’ll need to create a Fax Voucher Coversheet using the Secretary of the Commonwealth’s online system. The system will take your payment and print a coversheet with a unique barcode to be faxed with your Certificate of Organization.
Faxed filings are automatically considered expedited.
- Filing fee: $520 ($500 + $20 expedited fee)
- Payment options: credit card or eCheck
To file online, use the Corporations Online Filing System. Like faxed filings, online filings are automatically considered expedited.
- Filing fee: $520 ($500 + $20 expedited fee)
- Payment options: credit card or eCheck
We know that business formation in Massachusetts can be confusing and frustrating, especially for new business owners. However, you don’t have to struggle through the forms and filings. Our business is making life easy for your business. When you hire Massachusetts Registered Agent LLC, we take care of it all.
We ask you a few simple questions about your company, and we create and submit your Certificate of Organization. We also give you a full year of resident agent service, set you up with a secure client portal with your scanned documents and useful state forms, and provide custom documents like an operating agreement and initial resolutions.
What We Provide:
- A Full Year of Resident Agent Service
- Immediate Access to Secure Digital Client Account
- Same-Day Document Scans for All Service of Process
- Annual Report Reminders and Compliance Notifications
- Expert Customer Service Support
- Use of Our Commercial Address on Business Filings
- Custom Documents: Operating Agreement, Initial Resolutions, Membership Certificates and More!
What We Charge:
1 Year of Resident Agent Service
Our Business Formation Service Fee
Massachusetts State Filing Fees
FAQs for Massachusetts LLCs
Still have questions about resident agents, operating agreements, FEINs, licenses or annual reports? Answers to common questions on these topics are below.
MASSACHUSETTS RESIDENT AGENT
Why does my Massachusetts LLC need a resident agent?
Per Massachusetts General Laws c.156C §5, Massachusetts LLCs are required to have and maintain a resident agent. This ensures that the commonwealth always has a reliable channel of communication with your business.
What are the benefits of a commercial resident agent service?
You can choose to have either an individual or a commercial resident agent. An individual resident agent might be yourself or a friend. The problem with an individual resident agent is that individual people are busy. You run a business. You take vacations. You have meetings. Some days you just knock off early. All of this means you could easily miss a process server with a court summons.
A commercial resident agent service will ensure you never miss a critical notification. At Massachusetts Registered Agent LLC, we also provide other great benefits:
- We’re fast.
Our agents are not only ready and waiting to receive notices or service of process—they scan documents daily to ensure you receive your important documents ASAP!
- We’re dedicated to your privacy and security.
We’ll never sell your information. Also, when you list our address on public documents like your Certificate of Organization, you can keep you own address private, avoiding spam and solicitors.
- We’re the best value in the commonwealth!
Expert customer service?—check. A secure client portal?—check. Daily document scans?—check. You get truly comprehensive resident agent service for a truly affordable price: just $49 a year, with renewals always at the same low price!
Is there a difference between a “resident” and a “registered” agent?
Nope—Massachusetts uses the word “resident agent” for LLCs and “registered agent” for corporations. Both terms refer to an agent that accepts service of process on behalf of a business entity.
MASSACHUSETTS OPERATING AGREEMENT
Does my Massachusetts LLC need an operating agreement?
While you aren’t required to submit an operating agreement to the commonwealth, having a written operating agreement is a good idea. Operating agreements explain the rules and regulations for your company’s operations. Everything from voting rights to profit and loss allocations can be included in your operating agreement. Having clearly written policies helps prevent misunderstandings and potential disputes.
At Massachusetts Registered Agent LLC, we understand the value of an operating agreement, and we provide free, custom operating agreements as part of our formation package.
What is a FEIN?
A Federal Employer Identification Number (also called a FEIN, EIN or federal identification number) is a unique number assigned to your business by the IRS to identify your business on tax filings.
Do I need a FEIN for my Massachusetts LLC?
It depends on the activities of your business. Your Massachusetts LLC will need a FEIN if any of the following situations apply:
- You have employees
- You file Employment, Excise, or Alcohol/Tobacco/Firearms returns
- You withhold taxes on income (other than wages) paid to a non-resident alien
- You have a Keogh plan
- You are involved in a trust, estate, real estate mortgage investment conduit, non-profit organization, farmer co-op, or are a plan administrator
Banks also often request an EIN when you open a business bank account.
How do I get a FEIN?
You can apply for a FEIN on the IRS website for no fee. If you’d prefer us to apply on your behalf, you can add Tax ID service onto our formation package for $50.
Do I need a Massachusetts business license?
While there’s no general business license in Massachusetts, some businesses may require tax permits or professional licenses for occupations in fields like health care, construction or commercial fishing. You can check the Massachusetts Business Licenses & Permits page for licensing requirements.
MASSACHUSETTS LLC ANNUAL REPORT
What is the Massachusetts LLC Annual Report?
The Massachusetts LLC Annual Report is a document submitted each year to the Secretary of the Commonwealth in order to update ownership and contact information. It’s nearly identical in form to your LLC’s Certificate of Organization, asking for your company’s name, office, character of business, date of dissolution, resident agent, and any managers or authorized persons.
How do I submit my Massachusetts LLC Annual Report?
You can download the Massachusetts LLC Annual Report form from the Corporations Division or apply online using the Corporations Online Filing System.
What is the report’s filing fee?
Just like the Massachusetts LLC Certificate of Organization, the fee is $500 if submitted by mail or in person, and $520 if submitted online or by fax.
When is the Massachusetts LLC Annual Report due?
The report is due every year on the anniversary of your Massachusetts LLC’s formation.
What happens if I don’t submit my annual report on time?
You’ll lose your good standing with the commonwealth, and if you remain in default, your Massachusetts LLC may be dissolved.
* * *
At Massachusetts Registered Agent LLC, we’ll help your new LLC set sail! We’ll create and submit your Certificate of Organization, give you a full year of resident agent service, provide custom documents like initial resolutions and an operating agreement, and much more! Don’t hesitate—sign up today!