A limited liability company is formed in Massachusetts by submitting the LLC Certificate of Organization and paying the $500 filing fee to the Secretary of the Commonwealth. Submit the certificate in person, by mail, fax or online. When fax filing, include the bar coded Fax Voucher Cover Sheet. Standard review time for the certificate is approximately one week; however, Massachusetts will handle your processing in two business days for an additional $20. Fax filings are automatically charge the expedite fee.
Massachusetts forms professional limited liability companies with the same procedures.
In order to form a domestic limited liability company in Massachusetts, one or more persons must execute a certificate of organization. The certificate of organization shall set forth in the order provided:
- 1. the federal employer identification number, if available;
- 2. the name of the limited liability company. The name of the LLC:
- a. must contain the words “limited liability company”, “limited company” or the abbreviation L.L.C., L.C., LLC or LC;
- b. may contain the name of a member or manager;
- c. cannot be the same or deceptively similar to the name of any corporation, limited partnership or limited liability company reserved or organized under the laws of Massachusetts, or licensed or registered as a foreign corporation, foreign limited partnership or foreign limited liability company in Massachusetts, except with the written consent of the corporation, limited partnership or limited liability company.
3. the street address of the office in Massachusetts, at which its records will be maintained;
- 4. the general character of its business, and if the limited liability company is organized to render a professional service, the service to be rendered, the name and address of each member or manager who will render a service in Massachusetts, and a statement that the limited liability company will abide by and be subject to the provisions of liability insurance required by M.G.L. Chapter 156C, §65. If the limited liability company is to render a professional service, the certificate of organization shall be accompanied by a certificate of any applicable regulating board that each member or manager who will render a professional service in Massachusetts is duly licensed;
- 5. the latest date of dissolution, if specified;
- 6. the name and business address of the agent for service of process required to be maintained by M.G.L. Chapter 156C, §5;
- 7. the name and business address, if different from the office location, of each manager, if any; and
- 8. the name and business address, if different from the office location, of any person in addition to the manager, who is authorized to execute documents to be filed with the Corporations Division, and at least one person shall be named if there are no managers.
- The registration may, in addition, include:
- 9. the name and business address, if different from the office location, of the person(s) authorized to execute, acknowledge, deliver and record any recordable instrument purporting to affect an interest in real property; and
- 10. any other matters the authorized persons determine to include therein.
The certificate of organization must be signed by the person forming the LLC.
A limited liability company is formed at the time of filing of the certificate of organization with the Corporations Division or at any later time specified in the certificate of organization if, in either case, there has been substantial compliance with the requirements of M.G.L. Chapter 156C, §12.
Register your foreign LLC to do business in Massachusetts by filing the Foreign Limited Liability Company Application for Registrations with the Secretary of the Commonwealth by mail, in person, by fax or online. The filing fee is $500. Attach a Certificate of Good Standing from the LLC’s home state dated within 60 days of filing.
Annual Report: $500
Certificate of Merger: $100
Certificate of Cancellation: $100
Reinstatement Following Administrative Dissolution: $100