Last Updated on February 5, 2022
- Begin by visiting the Massachusetts Secretary of the Commonwealth’s website.
- Click on “If you are forming a new entity, click here.”
- Select Domestic Limited Liability Company, Certificate of Organization
Step 1: Name the LLC
Enter the name you want for the LLC. The name of the LLC also has to differ from other entity names registered with the Secretary of the Commonwealth Corporations Division. Learn how to check on available Massachusetts LLC names before filing to ensure the one you want is available.
Additionally, the name of the LLC must include one of the following phrases or abbreviations at the end of the business name:
- Limited Liability Company
- Limited Company
Step 2: LLC Address
2a. Location of the principal office – In this section, enter the street address, city, state, and zip code of the initial principal office. This address can be the LLC’s physical address, or it can be the address where the business records are stored. You may not use a PO Box for the designated office.
2b. Address where records are kept – If the records of the LLC will be kept at a different address, enter that information in section 2b. If the address is the same as the principal office, click on the “Same Address as” tab to copy the address.
Step 3: Business Description
Provide some basic information about what the business does. You will need to provide some basic information; otherwise, the LLC filing will be rejected. 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: Latest Date of Dissolution
This section is optional if you intend the business to exist forever, which most businesses do. If you have a specific end date in mind (typically used for investment-related businesses), choose a dissolution date.
Step 5: Registered Agent
To have an LLC in Massachusetts, a Registered Agent must be identified. The Resident Agent can either be a resident of Massachusetts or a Resident Agent service registered with the state. The Resident Agent must have a physical street address or business address in the state to act as a point of contact to receive legal documents, tax notices, summons, subpoenas, etc. on behalf of the LLC.
The Resident Agent must also provide consent that they are the agent for this LLC.
Step 6: Manager Information
In a Manager-Managed LLC, the members hire a manager to run the LLC, similar to a CEO of a corporation. It’s more common for an LLC to be Member-Managed. If so, leave this section blank.
Step 7: Authorized Signers
A Member-Managed LLC has members (owners) that are active in the day-to-day operations of the business. If the LLC is Member-Managed, enter the name and address of each member who is authorized to sign documents of the LLC. Additionally, if there are non-members, like an attorney or accountant, the members give signing authority to will fill out their information in this section.
Step 8: Authorized Signers for Real Property
If the LLC is involved with buying and selling real property like real estate, enter the name and address of all individuals who are authorized to sign these types of documents. If the LLC is not involved in real property transactions, skip this step.
Step 9: Additional Matters
This is an optional section and not used by most LLCs. Here you would include additional rules for the operation of the LLC.
Step 10: Special Filing Instructions
Another optional section that is usually left blank by more filers.
Step 11: Filer’s Contact Information
Enter the name, address, phone, and email of the filer. If it is the same as a previous section, you can copy and auto-populate the fields. Should there be any questions during filing, this is the information they will use to contact someone to fix any problems.
In the “Business Name” field, if you are filing individually, leave it blank. This will only apply if you have someone filing the LLC on your behalf.
Step 12: Signature
Have an individual forming the LLC to sign and accept the terms and conditions. Click the submit button to save the information and proceed.
Step 13: Review
Review that all of the information is correct. If there are no corrections, click “Accept.”
Step 14: Pay and File
Pay and file the LLC Certificate of Organization.
In approximately 24-36 hours (during the weekday), the LLC will be approved.