Each state has its own unique set of rules for forming an LLC (Limited Liability Company) and Massachusetts is no different. Understanding the requirements will help you decide if you want to form your LLC in Massachusetts.
Naming your MA LLC
In Massachusetts, the name of an LLC must contain the words "Limited Liability Company" or "Limited Company" or the abbreviation "LC," “L.C.”, "LLC," or "L.L.C." Symbols cannot be used in a company name. Massachusetts prohibits the use of a name that is the same as or deceptively similar to the name of any corporation, limited partnership or limited liability company organized or registered to do business in the state, including names that have been reserved—unless you have obtained the written consent of the corporation, limited partnership, or LLC to use that name.
The following are the Massachusetts requirements for the members/managers of LLCs:
- Minimum number. LLCs must have at least one member.
- Residence requirements. Massachusetts does not have a provision specifying where members/managers must reside.
- Age requirements. No statutory provision.
- Inclusion in the Articles of Organization. If manager-managed, the managers’ names and addresses must be listed in the Certificate of Organization.
Information for the Certificate of Organization
You form an LLC in Massachusetts by filing a Certificate of Organization and paying the required filing fee. The information required in the formation document varies by state. Massachusetts requires:
- Your LLC’s federal employer identification number, if available. (In most cases, you will not have your number when you initially form your LLC. If you do not have one, CT can help you obtain one as part of the formation process.)
- Your LLC’s name
- The office where your LLC’s records will be kept in Massachusetts. (This must be a street address--not a post office box.)
- A statement of the general character of the business. (Special rules apply for Professional Limited Liability Companies.)
- If the LLC is to have a specific date of dissolution, the latest date of dissolution. (In most cases duration is perpetual, but you may provide for a specific dissolution date.)
- Your LLC’s resident agent's name and address.
- Your LLC’s resident agent's consent to serve as agent--either on the Certificate of Organization or attached to it
The name and business address of each manager, if any, and any other person in addition to the manager who is authorized to execute documents filed with the Corporations Division. If there are no managers, then the name and address of at least one person who is authorized to execute documents filed with the Corporations Division.
If desired, the names of one or more persons authorized to execute, acknowledge, deliver and record any recordable instrument purporting to affect an interest in real property, whether to be recorded with a registry of deeds or a district office of the land court.
You must provide the name and address your LLC’s resident agent on the Certificate of Organization. The resident agent must also consent to the appointment, either by signing the Certificate of Organization or a document that is attached to the Certificate of Organization. The agent’s address must be a physical address in Massachusetts; a post office box won’t do. Your LLC’s resident agent must be available during normal business hours to accept important legal and tax documents for the business.
Professional services businesses
Massachusetts allows LLCs to be formed to render a professional service.