How to start an LLC in Massachusetts

Check the name is free

Search on Corporations Division business search. The Corporations Division calls a search of the corporate database and the name reservation database a preliminary check of availability; the final decision comes when the Certificate is reviewed.

Name ending

"limited liability company", "limited company", "L.L.C.", "L.C.", "LLC" or "LC" (M.G.L. c.156C §3)

Reserving

Name reservation costs $30 for 60 days. It can be extended once for another 60 days ($30), and transferring it costs $30.

Words to avoid or that need permission:

• bank, banking or bankers (only for authorized banks), and trust for a business that takes deposits (M.G.L. c.167 §37)
• A professional LLC must also meet the conditions of the board that licenses the profession
• The LLC law itself (c.156C) lists no other banned words; the test is mostly whether the name is too close to one already on file

Also worth knowing:

• The name may not be the same as, or deceptively similar to, a corporation, limited partnership or LLC name already formed, registered or reserved in Massachusetts, unless that business gives written consent. This is not a 'distinguishable' test.
• The name may include a member's or manager's name, and it need not be in English if written in English letters or Arabic or Roman numerals.

Name a resident agent

Massachusetts calls it a “resident agent”: the person or company that receives legal papers and official letters for the LLC.

Can it be you?

Yes, if the person is an individual living in Massachusetts, so a member who lives in the state can be the agent. Owners outside the state need a Massachusetts resident or a qualifying company.

Address

The agent needs a street address in Massachusetts; a post office address is not enough.

Their consent

Yes. The agent signs the consent section on the Certificate of Organization, or a separate signed consent is attached.

• The statute (c.156C §5) lists individual residents, domestic corporations and foreign corporations authorized in Massachusetts. The Division's rule (950 CMR 112.13) also accepts other domestic or registered foreign business entities.
• Changing agent or agent address is free online ($25 on paper or fax). An agent's resignation takes effect on the 31st day after it is filed.
• If the LLC fails to appoint an agent within 60 days after notice from the Division, the Division may treat it as inactive and dissolve it.

File the Certificate of Organization

File online at Corporations Division’s online filing. Fee: $500. Online and fax payments also carry a separate $20 'expedited service fee' on a $500 order, so $520 online.

The form asks for:

• Federal employer identification number, if available
• Exact LLC name
• Street address of the Massachusetts office where records are kept
• General character of the business
• Latest date of dissolution, if any
• Resident agent's name and street address, with the agent's signed consent
• Name and business address of each manager, if any
• Name and business address of each person authorized to sign documents filed with the Division (at least one if there are no managers)
• Optional: people authorized to sign documents affecting real property
• Signature of at least one authorized signatory
• Contact name, address, phone or email (used internally, not published)

What is different about Massachusetts’s form:

• You must describe the 'general character' of the business. There is no 'any lawful purpose' box on the form.
• The form asks for an EIN if you already have one.
• You can name the people authorized to sign deeds and other documents affecting real property, for use with registries of deeds.
• Signing the Certificate counts as a statement under penalties of perjury.

On paper: Yes. You can mail or deliver the paper Certificate to One Ashburton Place, Room 1717, Boston, with a check payable to the Commonwealth of Massachusetts, or fax it with the Division's Fax Voucher Coversheet and pay by card or e-check.

Wait for approval, or pay to go faster

No official turnaround is published for online filings. For fax filings the Division says they are generally processed the same business day and no later than the next business day.

No paid speed-up for LLC formation was found. The 'expedited service fee' ($20 on a $500 order) is charged automatically on every online or fax payment to cover processing costs; it is not an optional rush service.

Do what comes after filing

Approval is the start. Get the LLC’s EIN, free from the IRS, then work through what Massachusetts expects next:

• Annual report to the Corporations DivisionOn or before each anniversary of the date the Certificate was filed (first one at year one) · $500 (plus the $20 expedited service fee online or by fax)

  The report repeats all the Certificate details and may update them, except agent changes, which need their own filing. After two consecutive years without reports, the Division can start dissolution with 90 days' notice; reinstatement costs $100 plus every missed report.

• Register with the Department of Revenue on MassTaxConnectBefore you collect or owe state business taxes

  Needed if you sell tangible goods (sales and use tax), sell meals, rent rooms, or have employees (withholding and Paid Family and Medical Leave); businesses register with an EIN. DOR's pre-registration checklist also points you to your city or town for a business certificate and local licenses.

• Register with the Department of Unemployment AssistanceWhen you pay wages for work done in Massachusetts

  Register online through Unemployment Services for Employers using 'Register your Business' (without logging in). You need the FEIN and the SSN of each owner, officer or member; most registrations are processed immediately.

• Workers' compensation insuranceBefore anyone works for the LLC

  Every Massachusetts employer must carry it whatever the number of employees, including when an owner will be an employee of the business.

• Business certificate (DBA) and local licensesBefore trading under any name other than the LLC's legal name

  The certificate is filed with the clerk of each city or town where you have an office, signed under oath, and must be renewed every four years. No statewide general business license appears on the state pages checked; other licenses are local or by profession.

• State entity tax checkOnly if the LLC elects to be taxed as a corporation

  Massachusetts classifies an LLC the same way as for federal tax, so a single-member or partnership LLC passes income to its owners. An LLC taxed as a corporation registers for corporate excise and owes at least the $456 minimum.