Everything You Need to Know About Massachusetts LLCs:
Massachusetts LLC Formation Options
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How to Start an LLC in Massachusetts
To start an LLC in Massachusetts, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file a Certificate of Organization with the Massachusetts Secretary of the Commonwealth. You can file the document online or by mail. The certificate costs $500 to file. Once filed with the commonwealth, this document formally creates your Massachusetts LLC.
According to MA Gen L ch 156c § 5 (2019), every Massachusetts LLC must appoint a registered agent (also known as a “resident agent”). You don’t need to hire a registered agent, but if you do, make sure your registered agent will list their address on your filings wherever possible to ensure maximum privacy.
If you’re starting a new business, you probably already know what you want to name your LLC. But you’ll need to know if your preferred name is available. To find out, visit http://corp.sec.state.ma.us/corpweb/corpsearch/CorpSearch.aspx and search until you find the perfect name for your LLC.
Once you know who your registered agent will be and what your LLC name is, you’re ready to file your Massachusetts Certificate of Organization. Follow along with our filing instructions below:
Filing the Massachusetts LLC Certificate of Organization
Learn more about each Certificate of Organization requirement below. Note that the information you provide becomes part of the public record—permanently.
Or skip the form entirely and hire us to form your Massachusetts LLC. We provide a free business address to list whenever possible throughout the filing to better keep your personal address private.
1. Company Name
Your name must include “Limited Liability Company,” “Limited Company” or an abbreviation. Most businesses keep it short and sweet with “LLC.”
2. Principal Office
This must be a street address in Massachusetts. Rather not list your personal home or office address on this public filing? When you hire Northwest, you can list our address here.
3. General Character of Business
What specifically does your business do? Art restoration? Janitorial services? You only need to include a few words, but you must be specific (even though the form uses the word “general”).
4. Latest Date of Dissolution
Want to put an end date on your business? If so, you can include that date in your Certificate. If not (and most businesses don’t), you can skip this section.
5. Resident Agent and Address
For your Massachusetts registered agent (aka “resident agent”), you can list an individual resident of the commonwealth or a service like ours. For the address, you must again list a street address in Massachusetts. When you hire us, our address will go here.
6. LLC Management
LLCs can be managed either by managers or members. In a member-managed LLC, members share decision-making powers (like a partnership). In a manager-managed LLC, this authority is given to one or more managers instead. On the Certificate of Organization, if your LLC is managed by managers, you’ll list the name and business address of each manager. If your LLC is managed by its members, you’ll list the name and business address of at least one member. And when you hire Northwest, you can list our address as your business address throughout your filings, better keeping your personal information private.
7. Person Authorized for Property
What the commonwealth really wants to know is who in your LLC is authorized to sign any documents relating to real property. In other words, if your company buys a building, who’s allowed to sign off on it? Don’t plan on buying or selling any real estate? You can skip this section.
8. Additional Matters
You’re not required to put anything in this section, but if you’d like to include additional articles permissible by law (such as indemnification of members or manager) you can include that information here.
9. Authorized Signatory
This is just a fancy name for the person signing and submitting your Certificate of Organization. Your authorized signatory doesn’t have to be anyone in the LLC. Hire Northwest, and we’ll be your signatory.
Why Have a Registered Agent Form Your Massachusetts LLC?
Professionals in Massachusetts hire registered agent services like Northwest Registered Agent to start an LLC—but why?
Standard filing companies don’t have employees or offices in every state. But as a national registered agent, it’s a requirement for us, which is a benefit for our clients. Our office is in Pittsfield, MA. We’re on a first name basis with the people who work in the commonwealth’s Corporation Division. We know all the fastest filing methods, which translates to fast, professional service—without extra fees.
As your registered agent, we list our Pittsfield registered office address on your LLC’s formation documents. Why? If you’re starting a business from your apartment in Boston, do you really want your apartment address as your business address? (Hint: the answer is no.) We’ll list our address, so you don’t have to list yours. Plus, we never sell your data. We don’t list your personal information on filings if we don’t have to. It’s all standard and part of our commitment to Privacy by Default®.
Free Mail Forwarding and Business Address
We already accept your legal mail—so why not take it a step further? In every state, we include limited digital mail forwarding for your regular mail too (5 pieces of regular mail a year; $15 a doc after that). Plus, you can list our address as your business address. That means you can have all business mail routed through our office. With both mail forwarding and a business address included, you get a level of security unmatched in the formation industry.
We know the in’s and out’s of each state—and we use this knowledge to help you when you need it most. Our team of Corporate Guides® has over 200 local business experts. You can call or email us for answers to all your questions about your LLC in Massachusetts. Our Corporate Guides are dedicated solely to helping you with your business—not selling you services or meeting quotas.
What Do I Do After My Massachusetts LLC Is Formed?
After your Massachusetts Certificate of Organization is approved, you still have a few more important steps to take, including getting an EIN, drafting an operating agreement, opening a bank account, funding the LLC and learning about Massachusetts reporting and tax requirements.
Get an EIN
An EIN (“Employer Identification Number”) is a federal tax ID assigned to your business by the IRS. The IRS uses your EIN to easily identify your business on tax filings.
Does a Massachusetts LLC need an EIN?
You’re required to get an EIN for your Massachusetts LLC if you have employees or file certain federal excise taxes. You’ll also need an EIN if you have employees, and you’ll likely use your EIN when you open a business bank account.
How do I get an EIN for my LLC?
You can apply for an EIN directly from the IRS at no cost. Most businesses are able to apply online, but if you don’t have a social security number, you’ll need to apply with a paper form. Want one less thing to do? Add on EIN service when you hire us, and we’ll get your EIN for you. Or choose our VIP service—an EIN is included.
Write an LLC Operating Agreement
Operating agreements put into writing how your business actually operates—how much each member invested, how profits and losses will be allocated, how voting works, and what happens if there’s a dispute or if the whole business (knock on wood) falls apart.
Do I need an operating agreement for a Massachusetts LLC?
Massachusetts doesn’t legally require a written operating agreement—although if you don’t have one, you’re still required by MA Gen L ch 156c § 9 (2019) to keep written records of information such as capital contributions, rights to distributions, and dissolution processes.
That said, an operating agreement isn’t just annoying paperwork. It’s one of your LLC’s most important internal documents, and creating one can help your LLC with everything from opening a bank account to handling major events from mergers to dissolution.
What should be in an operating agreement?
An operating agreement should explain how the business will handle “big picture” situations—everything from allocating profits and losses to dissolving the business. Below is a list of common topics that operating agreements should cover.
Profits, losses, and distributions
Voting rights, decision-making powers, and management
Transfer of membership interest
Dissolving the business
Your operating agreement can cover pretty much anything as long as it isn’t contrary to Massachusetts law. Without an operating agreement, the LLC is subject to default rules. For example MA Gen L ch 156c § 26 (2019) notes that if voting rights aren’t expressed in an operating agreement, decisions in a manager-managed LLC will be made by majority.
How do I write an operating agreement?
To write an operating agreement, you need to address how your business will handle money, members, votes, management, and more. Not sure how to get started? At Northwest, we’re here to help your LLC get off on the right foot. When you hire us, we provide your business with a free LLC operating agreement, specific to your management style. We’ve spent years developing these agreements and other free LLC forms—which have been used by over a million LLCs.
Open an LLC Bank Account
Your LLC needs its own bank account. Why? An LLC gets its limited liability from being a distinct entity, separate from its members. If you mix personal and business finances, you could lose your liability protections.
How do I open a bank account for my Massachusetts LLC?
To open a bank account for your Massachusetts LLC, you will need to bring the following with you to the bank:
A copy of the Massachusetts LLC Certificate of Organization
The LLC operating agreement
The LLC’s EIN
If there are multiple members in the LLC, you may also want to bring an LLC resolution to open a bank account that states that the person going to the bank is authorized by the members to open the account in the name of the LLC. Northwest can help with this as well—LLC bank resolutions are one of the many free legal forms we provide to ensure you can get your LLC started fast.
Fund the LLC
Time to put some money in that new LLC bank account. What money? For starters, your initial contributions to your LLC’s capital. LLC members are owners, and each owner needs to pay for their membership interest to fund the LLC.
What is membership interest?
Membership interest is your percentage of ownership of the LLC. Membership interest is normally proportionate to your investment. So how does this work?
Imagine your LLC has 5 members. 4 members each invest $1,000 in the business. One member invests $6,000. The total contribution of all members is $10,000. The 4 members each own 10% of the business. The moneybags member who shelled out $6,000 owns 60% of the business.
Typically, this also means that the 4 members would each get 10% of any profits, and moneybags would get 60%. Exactly how profits and losses are allocated, however, can be adjusted in the operating agreement as long as changes are in line with IRS requirements and Massachusetts laws.
File Massachusetts Reports & Taxes
Massachusetts LLCs are required to file an annual report each year. This report is basically an (expensive) information update you file so the commonwealth knows who currently runs things and how to contact your business. Massachusetts LLCs are also subject to state tax filing requirements.
How much is the Massachusetts Annual Report fee?
The Massachusetts LLC Annual Report has a huge price tag: $500 ($520 online). The report itself isn’t especially complicated—it updates the Commonwealth of Massachusetts on your LLC’s contact and ownership information. And if you fail to file for more than two years, the commonwealth with administratively dissolve your LLC.
When is the Massachusetts Annual Report due?
Your Massachusetts Annual Report on the anniversary of your formation. When you sign up for Northwest, we send you reminders for your annual report due dates. Want one less thing to worry about? With our business renewal service, we can complete and submit your annual report for you for $100 plus the state fee.
What should I know about Massachusetts LLC taxes?
The Massachusetts personal net income tax rate is a flat 5%. Massachusetts sales tax is also a flat rate of 6.25%—cities and counties don’t add on local sales taxes of their own, so the rate is the same across the commonwealth.
And if your LLC opts to be taxed as either an S corp or C corp? You’ll be subject to Massachusetts’s unique corporate excise tax. The rate for the corporate excise tax combines two factors:
taxable net income (apportioned to Massachusetts): 8%
taxable Massachusetts tangible property (or taxable net worth if no tangible property): $2.60 per $1,000
The minimum corporate excise tax is fairly hefty at $456.
Massachusetts LLC FAQs
How can I submit the Massachusetts LLC Certificate of Organization?
You can file the Massachusetts certficate online or by mail. Online filings are completed via the Corporations Online Filing System. Mailed filings must be to the following address:
Secretary of the Commonwealth
One Ashburton Place, Room 1717
Boston, Massachusetts 02108-1512
How much does it cost to start a Massachusetts LLC?
The Massachusetts Corporations Division charges a whopping $500 filing fee for Massachusetts LLCs. If you file online, there’s an additional $20 processing fee.
Hire Northwest for a one-time fee of $745, including state filing fees, a year of registered agent service, limited mail forwarding and loads of useful forms and tools to help get your Massachusetts LLC up and running. Or, pay just $73 out the door with our VIP monthly payment option.
How long does it take to start a Massachusetts LLC?
The fastest way is to file online, which is normally processed immediately. Note that the system doesn’t notify you when your certificate is approved—you’ll have to search for your LLC’s registration approval online. If you want to save $20 and submit a paper filing, you can fill out the commonwealth’s downloadable PDF, print it out, mail it to the Secretary of the Commonwealth, and wait for it to be processed by hand (this typically adds on about 2 days).
If you hire Northwest to start your LLC, we file online and typically have your Massachusetts LLC formed within 24 hours.
Does a Massachusetts LLC need a business license?
Massachusetts doesn’t have a general, state-level business license, but cities and counties typically have their own licensing requirements. Boston, for example, requires all businesses to get a Business Certificate ($65 for residents) that must be renewed every 4 years. To find out what’s required for your LLC, a good place to start is with the city and county offices where your plan to do business.
If any license applications require an EIN or a certified copy of your formation docs, Northwest can help. You can add on items like these during checkout or order them later on from inside your free account.
Can a Massachusetts LLC help me live more privately?
Yes. While you can’t remove all ownership information from Massachusetts public filings (like you can in states like New Mexico, Delaware, and Wyoming), a Massachusetts LLC can still help you reduce your public footprint. For example, you can maintain a significant degree of address privacy by listing our address on public docs instead of your own. Check out our page on living privately with an LLC to learn more.
What is a foreign Massachusetts LLC?
A foreign Massachusetts LLC is any LLC formed outside of Massachusetts but registered to do business in the commonwealth. For example, if you formed an LLC in New York but wanted to conduct business in Massachusetts as well, you would register as a foreign LLC in Massachusetts by filing a Foreign Limited Liability Company Application for Registration with the Massachusetts Secretary of the Commonwealth. Like domestic LLCs, foreign LLCs in the Massachusetts have to file annual Massachusetts annual reports. Northwest can register your foreign Massachusetts LLC for you today!
How to Order LLC Formation Service
Our Massachusetts LLC formation service is designed to be fast and easy—signing up takes just a couple minutes. Here’s how it works:
With Northwest, we give you flexibility on how to pay. You can pay all the fees up front (this includes one full year of registered agent service). Or, pay just $73 out the door with our VIP monthly payment option. With our VIP option, we also include an EIN. Just choose one of the buttons below, answer a few easy questions about your business and submit your payment.
We’ll prepare your Massachusetts Certificate of Organization and send them to the Secretary of the Commonwealth for approval. In the meantime, you’ll have immediate access to your online account, where you can find useful state forms, pre-populated with your business information.
Once the Massachusetts Secretary of the Commonwealth has approved your filing, we notify you that your Massachusetts LLC has been legally formed. You can now take any necessary next steps, like getting an EIN and opening a bank account.