A Massachusetts LLC, also known as a limited liability company, is a business type that has limited liability for its owners (called members) as well as flexible taxation and management options. In Massachusetts, an LLC must be registered. You’ll need to choose a business name and a registered agent. The filing of an LLC in Massachusetts will cost you $500. We have a guide for you to help you get it done.
1. Name Your LLC
Your LLC name is the legal name under the which your company is registered with the state. However, you must adhere to the M.G.L. ch.156C, SS 3. The name of your LLC is:
- Must contain the words “limited liability corporation,” “limited company”, or the abbreviation L.L.C.,” L.C.,” L.C.” or “LLC.”
- This may include the name of a manager, member, or other individual.
- Be unique among Massachusetts approved business names
- You should not use abbreviations or words to make it sound like an LLC is another entity, such as a corporation or limited partnership.
Is it possible for me to reserve a Massachusetts business address?
Yes, you can. To give yourself time to organize your affairs before you create an LLC with the most unique name, fill out the Application to Reservation of Name. The reservation will be valid for 60 days. The reservation is valid for 60 days. You have the option to pay $30 more to extend it for an additional 60 days.
A registered agent is required for any Massachusetts LLC. The registered agent can be either you or a local resident. Your LLC’s registered representative will be responsible for receiving all legal correspondence and any other paperwork. Your LLC’s Certificate of Organization must include your registered agent’s address and name.
What does a registered representative do?
M.G.L. Massachusetts has a requirement that your Massachusetts registered agents do the following:
- In Massachusetts, you must have a physical location (PO boxes or virtual offices are forbidden).
- Regular business hours (between 9am and 5pm)
- Accept legal mail and correspondence on behalf of your company and get them to yourself quickly.
Do you have the right to become your own registered agent in Massachusetts
It is possible, but it is up to you to decide if.
You can act as your own registered agents and your information is included on all LLC documents. This means scammers, spammers, and robotcallers have every opportunity to harass you day and night. That is the last thing anyone wants. You can trust that the information of your registered agent will be included in all public documents. Your registered agent will also protect your information if you are on vacation and receive legal documents.
It’s time to get off the train. Your LLC name is now chosen, your registered agent has your privacy guarded, and it’s time for you to put it in high gear and complete and file your Massachusetts Certificate of Organization.
Notification: All information contained in this form will become public record
For the certificate to be completed successfully, you will need the following information:
- Company Name. Include a reference like “LLC” in your legal company name.
- Principal address. You must have a street address in Massachusetts.
- General character of the business. What does your company do? Be specific and succinct.
- The latest date of dissolution. You don’t need to skip this section if you do not want to set an end date for your business.
- Resident agent address. The name and address of the person who will accept legal mail from your LLC.
- Manage an LLC. Indicates if the LLC has members-managed or manager managed.
- Person who is authorized to buy property. This section should not be used if you intend on buying property through your LLC. Otherwise, you can list the name of the LLC member who has been authorized to sign off property purchases.
- Additional Matters. You can skip this section if you do not want to add additional articles permitted under state law.
- Authorized signatory. The person who signs and submits your Certificate of Organization.
How can I ensure that my personal information is not made public?
Accessing private information has never been more easy. It is a good idea to hire a registered agent who can help you keep your name, address and phone number private. A registered agent who is competent will allow you to use their own name on this form.
How do you file the Massachusetts Certificate of Organization
You can file online, or by mail. However, the Certificate of Organization will cost $500. Online filings will add $20. This is a real kick in the teeth! If you file online, it takes only two days to form an LLC in Massachusetts. Mailings can take up two weeks. Once your Certificate of Organization is filed, it officially creates your Massachusetts LLC.
Mail:Secretary for the Commonwealth
One Ashburton Place
Boston, Massachusetts 02108-1512
Corporations Online Filing System
A formal operating agreement for your LLC is important. It won’t be required to be filed with the state but it will provide a roadmap for the operation of the LLC. Additionally, an operating agreement that is well written will help in the resolution of any possible disputes between members. The LLC could lose its liability protection if it fails to draft an operating agreement. Do not ignore this step.
Massachusetts requires an LLC to have an operating contract.
Massachusetts does not require operating agreements, but it is a risky business. You will need one to open a business account. A bank account is important for your LLC for many reasons. The most important one is that the bank account serves as a firewall between your personal and business assets. An operating agreement will make your personal assets more vulnerable to lawsuits. Your LLC will also be subject to Massachusetts’ default LLC rules. That nonsense is unnecessary.
What should be included within an operating agreement?
A detailed operating agreement can be used to map out the big picture issues that your LLC might face. As long as the agreement does not violate Massachusetts law, you can include almost any topic in your operating agreements. Here’s a list of common topics covered in operating agreements.
- Initial funding of LLCs
- Dividend profits and loses
- Management, voting rights and decision-making authority
- Transfer of membership interests
- The business must be liquidated
With your LLC, you’re now in the final stretch. There are just a few more steps to make it business-ready. Next is obtaining an EIN for your LLC. EINs are used to track and identify businesses by the IRS. An EIN can be obtained by submitting a request directly to IRS. Apply online, by phone or fax. Online applications are secure and quick.
Do I need an EIN to register my Massachusetts LLC
Absolutely. A Massachusetts LLC with employees that files tax returns or withholds taxes needs an EIN. An EIN is required for an LLC to open a bank account. The legal separation created by opening a bank account in your LLC protects you and your LLC from any lawsuits.