Massachusetts LLC Filing
A Massachusetts LLC (limited liability company) is a business type that provides limited liability and to its owners (called members) and flexible taxation and management options. To file an LLC in Massachusetts, you'll need to appoint a registered agent, choose a business name, and file a Certificate of Organization with the Massachusetts Secretary of the Commonwealth online or by mail. Filing an LLC in Massachusetts costs $500. Here's our guide to getting it done.
Ready to Start a Massachusetts LLC?
Get Started
Name Your LLC
Designate a Registered Agent
Submit LLC Certificate of Organization
Write an LLC Operating Agreement
Get an EIN
Open a Bank Account
Fund the LLC
File reports + taxes
1. Name Your LLC
Your LLC’s name is the legal name under which your business is registered with the state. The catch is that you have to follow the guidelines outlined in M.G.L. ch:156C § 3. Basically, your LLC’s name:
- Must contain the words ”limited liability company,” ”limited company,” or the abbreviation ”L.L.C.,” ”L.C.,” ”LLC,” or ”LC.”
- May contain the name of a member or manager.
- Be unique among approved business names in Massachusetts.
- Not include words or abbreviations to make it sound like the LLC is another kind of entity, like “corp” or “limited partnership.”
Already have a business name? Check to see if it’s available.
Can I reserve a business name in Massachusetts?
Yes, you can. If you need time to get all your ducks in a row before you form an LLC with the coolest name ever, you’ll just need to fill out an Application of Reservation of Name and pay the $30 fee. The reservation is good for 60 days. At the end of your 60 days, you can pay an additional $30 to extend the reservation for another 60 days.
What’s the difference between my LLC’s name and a trade name?
When you filed your Certificate of Organization, you wrote down your LLC’s name. This is the legal name of your business. It can also be the front-facing name of your business, but it doesn’t have to be. A trade name is the name that customers and clients know your business by. Sometimes called a “doing business as” name or a DBA. DBAs allow business owners to operate under more than one business name without forming a separate LLC for each venture. For example, Whistle Stop Coffee, LLC can open up Wet Your Whistle Coffee & Cocktail Lounge without the pain of forming (and paying for) a new LLC.
Massachusetts offers no state-wide DBA registration. Instead, DBAs are registered with your local municipality. This means that if your LLC operates in multiple cities, and you want a DBA, you’ll need to register the DBA in each of those cities. You’ll need to not only check the name availability of the DBA in each city, but you’ll need to file the required forms and pay any associated fees.
Thinking about using a trade name? Learn How to Get a DBA.
2. Designate a Registered Agent
By law, your Massachusetts LLC needs to have a registered agent. Your registered agent could be you, a local resident, or a registered agent service. Your registered agent will be tasked with receiving legal correspondence and official paperwork on behalf of your LLC. Your registered agent’s name and address will need to be listed on your LLC’s Certificate of Organization.
Learn why the pros use a registered agent service.
What does a registered agent do?
As outlined in M.G.L. ch:156D § 5.01, the state of Massachusetts requires that your Massachusetts registered agent do the following:
- Have a physical address (PO boxes and virtual offices are prohibited) in Massachusetts.
- Keep regular business hours (9am to 5pm)
- Accept legal mail and correspondence from the state on behalf of your business and get them to you fast.
Can you be your own registered agent in Massachusetts?
You definitely can, but the question is if you should.
If you act as your own registered agent, your information goes on all your LLC’s documents. This means spammers, scammers, and robocallers will have the opportunity to bother you night and day. Who wants that? When you hire a registered agent, their information goes on all public documents, which means your information stays protected with you. Plus, you’ll have the peace of mind that comes from knowing that if you’re on vacation and get served legal documents, your registered agent has you covered.
Can I change my registered agent after I start an LLC?
To change your registered agent in Massachusetts, just file a Statement of Change of Resident Agent/Resident Office with the Massachusetts Secretary of Commonwealth (SOC). The Massachusetts Statement of Change must be submitted by mail, in person, or fax. It costs $25 to file, however there is no fee if you file online.
3. Submit LLC Certificate of Organization
Alright, the train is leaving the station. You’ve got your LLC name picked out, you’ve got a registered agent guarding your private information, and now it’s time to kick it into high gear and fill out and file your Massachusetts Certificate of Organization.
Note: All of the information on this form will become part of the public record.
Provide the following information about your LLC in order to successfully fill out the certificate:
- Company name. Write your legal company name and include an indicator like “LLC.”
- Principal office. This must be a street address in Massachusetts.
- General character of business. What does your business do? Be specific and brief.
- Latest date of dissolution. Skip this section unless you want to put an end date on your business.
- Resident agent and address. Name and address of whoever you’ve appointed to accept your LLC’s legal mail.
- LLC management. Indicate if the LLC is member-managed or manager-managed.
- Person authorized for property. Skip this section unless you plan on buying property with the LLC. Otherwise, list the name of the person in your LLC you’ve authorized to sign off on property purchases.
- Additional matters. Skip this section unless you want to include additional articles permissible by state law.
- Authorized signatory. The person signing and submitting your Certificate of Organization.
How can I keep my personal information off the public record?
Private information has never been easier to come by. Hiring a professional registered agent is your best bet to keep your name, phone number, and address off this form and off the public record. A good registered agent will let you use their name in place of your own across this form.
What’s the difference between a member-managed and manager-managed LLC?
LLCs can be managed either by managers or members. In a member-managed LLC, members share the day-to-day responsibilities of running the business—things like ordering inventory, handling payroll, hiring and firing employees, and more. In a manager-managed LLC, members hire a manager to take over the daily operations of the LLC.
For help with deciding which management structure will work for you, see our page on LLC Member Vs Manager.
How do I file the Massachusetts Certificate of Organization?
You can file online or by mail, but wait for it… the Certificate of Organization costs $500 to file (add $20 for online filings). Ain’t that a kick in the teeth? If you file online, the state will process your LLC filing around 2 business days after they receive it. If you file by mail, it can take up to 2 weeks after the state receives it. Once filed, your Certificate of Organization formally creates your Massachusetts LLC.
Mail:
Secretary of the Commonwealth
One Ashburton Place
Room 1717
Boston, Massachusetts 02108-1512
4. Write an LLC Operating Agreement
It’s always important to write a formal operating agreement for your LLC. While you won’t have to file it with the state, it will act as a road map for how the business will be run. What’s more, a well written operating agreement will aid in resolving any potential disputes with other members. Failure to write an operating agreement may make the LLC more susceptible to losing its liability protection. So don’t sleep on this step.
Check out our attorney-drafted Massachusetts LLC Operating Agreement.
Does Massachusetts require an LLC to have an operating agreement?
Massachusetts does not require an operating agreement, but you’re playing with fire if you don’t get one in writing. First off, your LLC will need an operating agreement just to open a business bank account. You want a bank account for your LLC for many reasons, but one of the most important is that a business bank account forms a wall between your personal assets and the assets of the business. Without an operating agreement, not only will your personal assets be more susceptible to lawsuits, your LLC will be subject to the default LLC rules of Massachusetts. No one’s got time for that nonsense.
What should be included in an operating agreement?
A thorough operating agreement should act as a road map for big-picture issues your LLC might face. You can include pretty much anything in your operating agreement as long as it doesn’t violate Massachusetts law. Check out this list of common topics covered by operating agreements:
- initial funding of the LLCs
- distribution of profits and losses
- voting rights, decision-making powers, and management
- transfer of membership interest
- dissolving the business
Does a single-member LLC need an operating agreement?
Definitely. Even if you are a single-member LLC (SMLLC), you’ll need an operating agreement to open a business bank account. An operating agreement is also important for a single-member LLC because it lends the business legitimacy. This could be important if your SMLLC is ever served with a lawsuit.
5. Get an EIN
You’re on the home stretch with your LLC. Just a few more steps and boom, business time! Next up is getting an EIN (employer identification number) for your LLC. The IRS uses EINs to identify and track businesses. You can get an EIN by applying directly with the IRS. You can apply online, by phone, fax, or mail. The online process is secure and fast.
Do I need an EIN for my Massachusetts LLC?
Absolutely. Any Massachusetts LLC that has employees, files tax returns, or withholds taxes from income needs an EIN. Your LLC needs one to open a business bank account. Opening a bank account for your LLC creates a legal divide between you and your LLC, which in turn helps protect your personal assets from lawsuits against your LLC.
What To Do After Forming Your Massachusetts LLC
6. Open a Bank Account
LLCs are distinct legal entities that are separate from their owners (members). Opening a bank account specifically for your LLC means that in the event of a lawsuit, you’ll be able to prove to a court that your business truly exists as a separate entity from you. This will help your LLC maintain the limitation on your individual liability. Having a separate bank account for your LLC also makes end of the year accounting and taxes a lot easier. With a business bank account, you’ll never have to wonder if that round of drinks you bought for your clients is just a regular night out or a business expense.
To open a bank account for your Massachusetts LLC, you’ll need to bring the following to the bank:
- Massachusetts LLC Certificate of Organization (a copy is fine)
- the LLC’s operating agreement
- the LLC’s EIN
- an LLC Resolution to Open a Bank Account (if your LLC has more than one member).
If your LLC has more than one member, use our free LLC Resolution to Open a Bank Account.
7. Fund the LLC
It’s pretty hard to run a business with nothing but zeros in the bank account. This means it is time for each member to break out their checkbooks and write a check to the LLC to pay for membership interest. Members can also buy interest in the LLC by contributing property or services (like accounting, advertising, construction, etc…), but doing so may trigger a tax event.
What is LLC membership interest?
Membership interest is the percentage of ownership each member holds in the LLC. Interest is normally proportionate to money invested. So if Joe and Clyde put $20,000 each into the LLC while Terry and Samantha put in $30,000 each, Joe and Clyde would each have a 20% stake in the LLC, while Terry and Samantha would each have 30%. Membership interest often determines how each member receives profits, but it can also define members’ voting power.
8. File State Reports & Taxes
The Massachusetts Annual Report has a steep price tag of $500 (add $20 for online filings). The report basically updates the Massachusetts on your LLC’s contact and ownership information. Massachusetts isn’t playing around. If you fail to file for more than two years, the state will administratively dissolve your LLC.
Tired of paperwork? Let us file your annual report for you.
When is the Massachusetts Annual Report due?
The report is due on the anniversary of the LLC’s formation every year. If you formed your LLC on June 7th, 2021, your report is due June 7th, 2022, and so on. Hard to forget, unless you’re the kind of person who always forgets birthdays and anniversaries. Then you might need some help.
How are Massachusetts LLCs taxed?
Let’s be real. No one likes paying taxes. However, LLCs have it a bit easier than other business entities. By default, LLCs are classified as “pass-through” entities by the IRS. This means that the profits from the business flows through to the personal tax return of each member. LLC members are responsible for paying the federal self-employment taxes (Medicare and Social Security) for a total of 15.3%. Pretty simple, right? An LLC also has the tax flexibility to change its designation to an S-corp or a C-corp.
Learn more about S-Corp Vs LLC tax designation.
