Moving your LLC to Massachusetts requires filing documents with the Massachusetts Secretary of the Commonwealth. Here’s what to know:
Can I move my LLC to Massachusetts?
You can certainly dissolve your current LLC and form it again as a Massachusetts LLC so you can start doing business in The Bay State—this is the most straightforward way to “move” your LLC. However, this also requires going through the processes of dissolution and “winding up” in your home state, which involves distributing assets and paying off debts as well as potentially closing up your business accounts before you can begin anew in MA.
Does Massachusetts have LLC domestication laws?
No. Massachusetts’s Articles of Domestication only apply to corporations. Domestication is the state-assisted process of moving a business from one state to another, which streamlines the whole ordeal and is often less expensive—unfortunately, Massachusetts doesn’t assist with domestication for out-of-state LLCs.
What is an LLC merger in Massachusetts?
While Massachusetts doesn’t offer LLC domestication, it does allow for LLC mergers. Provided the laws of your home state also facilitate LLC mergers, you may be able to form a new LLC in Massachusetts then merge it with your current business. This might help you move your company without first dissolving and “winding up” operations in your current state.
According to MA Gen L ch 156c § 61, Massachusetts LLCs can merge with another business by filing a certificate of merger—which must be signed by an authorized person—with the MA State Secretary. The certificate must include:
- The names and jurisdictions of formation of both LLCs
- Statements from both companies that an agreement of merger has been approved by both
- The name of the surviving MA LLC
- The effective date or time of the merger (if not effective immediately upon filing)
- Statement that the agreement of merger is on file with the surviving MA LLC
- Statement that a copy of the agreement of merger will be made available to any other domestic LLC
It’s a good idea to check-in with a business attorney or CPA in Massachusetts to make sure you take the right steps for your company when moving to MA.