Each state has different requirements for forming a limited liability company (LLC). Whether you are starting a business or incorporating a business already in existence, you'll want to understand the Massachusetts state requirements for LLC formation.

How to start an LLC in Massachusetts

Starting a new business comes with a variety of challenges. The following highlights some of the critical steps needed to keep your business compliant if you decide to form a Massachusetts LLC. For more information on forming an LLC for your business, view our webinar “What You Need to Know When Deciding Whether to Register Your Small Business”.

Decide on a name for your LLC

Naming your business is an important step that needs to be considered carefully. There are many business and compliance requirements to weigh when making the final decision on your LLC’s name.

Generally, your name cannot be the same as the name of another business entity on file with the Massachusetts Secretary of State, and it can’t be misleading. Read our article for more tips on naming your business.

BizFilings offer a free state name check to help you check the availability of your desired business name and we can help you reserve your name when you’ve made your decision.

Determine management structure (member vs. manager)

One of the reasons you may have selected an LLC as your business type is the management structure. LLCs can have one of two management structures: member-managed, or manager-managed. The difference between the two comes down to the relationship between management and ownership:

If an LLC is member-managed, then all members are active in the decision-making processes. 

If an LLC is manager-managed, then one or more managers are designated to make the decisions on its behalf. A manager may be a member or a non-member.

When starting your LLC, it is critical to understand how you plan to manage your business. Read our article LLC members vs. LLC managers for more information on LLC management structure.

Select your registered agent

registered agent (also often referred to as agent for service of process) is a person or business you appoint to receive and forward to you important legal and tax information. Massachusetts requires an LLC to appoint and continually maintain a registered agent (which Massachusetts refers to as a “resident agent”) located in the state. The resident agent must sign the consent to appointment on the Certificate of Organization when forming. BizFilings includes this service in all incorporation packages.

Prepare and file with Massachusetts

Creating your LLC in Massachusetts requires you to submit a completed Certificate of Organization with the Massachusetts Secretary of State. Any managing members listed in the Certificate of Organization that are foreign entities (that is, entities not organized in Massachusetts) must be qualified to transact business in Massachusetts. When submitting, the Secretary of State requires either two originals or an original and one photocopy of the Certificate of Organization.

Massachusetts does not require you to submit an Operating Agreement to form your LLC. However, it is important for every LLC to have an Operating Agreement, establishing the rules and structure of the business. The Operating Agreement is a private agreement and is not filed with the state. Read our article on LLC operating agreements for more information.

Obtain a federal employer identification number

A Federal Employer Identification Number (EIN or Tax ID) is an IRS identification number used for businesses. The most common comparison is to an individual’s Social Security Number. The EIN must be obtained by LLCs to be used when filing taxes. However, it is also often used for other important business activities, such as opening a business bank account, obtaining a loan, or paying invoices. Check out our article on Federal EIN for more information.

Meet your license and permit requirements

Your LLC may be required to obtain licenses and permits before it can legally operate in Massachusetts. There are many factors that go into determining which licenses and permits at the federal, state, and local levels are required for your business. For example, if you plan to hire employees, you may need a payroll tax registration and depending on where they are based that could have implications as well. Read our article “Understanding business licenses” for more information.

Cost to form a Massachusetts LLC

At BizFilings, we clearly outline our fees and the Massachusetts state fees. When you view our pricing to form an LLC you plainly see:

  • BizFilings’ package prices. BizFilings offers three incorporation service packages from which you can choose.
  • State fee for standard turn-around. Our pricing clearly shows the state fee to incorporate in Massachusetts with standard turn-around.
  • Expedited turn-around. You will see the BizFilings and state fee, if any, for expedited turn-around.
  • 24-hour turn-around. Massachusetts has a 24-hour filing option, which is outlined in our pricing.
  • Certified copy. Our pricing also clearly displays the BizFilings and state fee, if any, for issuing a Certified Copy of the Articles of Organization.
Form a Massachusetts LLC

LLC Name

The name of an LLC must end with "Limited Liability Company," "Limited Company," "LC," "LLC" or "L.L.C." Symbols cannot be used in a company name. The name may not be the same as the name or trade name of a Massachusetts LLC, foreign LLC, firm, association, person carrying on business in Massachusetts or name under reservation. It may also not be so similar as to be mistaken for another name unless given the written consent of the existing LLC, firm, association or person. The words "United States," "U.S." or "Veteran" imply an association with the government and cannot be used.

Member/Manager information

The following are the Massachusetts requirements for the members/managers of LLCs:

  • Minimum number. LLCs must have one or more members/managers.
  • Residence requirements. Massachusetts does not have a provision specifying where members/managers must reside.
  • Age requirements. Members/managers must be at least 18 years old.
  • Inclusion in the Articles of Organization. Member/Manager names and addresses are required to be listed in the Articles of Organization.

Information for the Articles of Organization

The document required to form an LLC in Massachusetts is called the Articles of Organization. The information required in the formation document varies by state. The Massachusetts requirements include:

  • Registered agent. LLCs must list the name and address of a registered agent with a physical address (no post office boxes) in Massachusetts. The registered agent must be available during normal business hours to accept important legal and tax documents for the business.
Registered Agent Services

Professional services businesses

Massachusetts allows professionals, such as accountants, attorneys and physicians, to form a professional limited liability companies (PLLCs)..

After forming a limited liability company (LLC) , you must undertake certain steps on an ongoing basis to keep your business in compliance. These steps are also important in preserving the limited liability an LLC provides its owner(s). This guide outlines the ongoing requirements for Massachusetts LLCs.

LLC taxes and fees

The following are taxation requirements and ongoing fees for Massachusetts LLCs:

  • Annual report. Massachusetts requires LLCs to file an annual report, which is due on the anniversary date of the incorporation. The filing fee is $500.
  • Taxes. For complete details on state taxes for Massachusetts LLCs, visit Business Owner's Toolkit or the State of Massachusetts .
  • Federal tax identification number (EIN). An EIN is required for LLCs that will have employees. Additionally, most banks require an EIN in order to open a business bank account.
  • State tax identification number. Massachusetts does not require a state tax identification number.

Business licenses

Business licenses and/or permits are required for most businesses. The BizFilings Business License Application Package can help you stay on top of these requirements.

Additional Massachusetts information

View the following additional resources BizFilings has for forming and maintaining companies in Massachusetts:

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