Start an LLC in Massachusetts

The first thing to do when forming your business is choose your LLC name. Massachusetts sets certain rules for LLC names in M.G.L. ch:156C § 3. Your business name must:

• Include “limited liability company,” “limited company,” “L.L.C.,” “L.C.,” “LLC,” or “LC.”
• Be a unique business name in Massachusetts—not the same or deceptively similar to the name of any other business registered in the state.

If you’ve already decided on the perfect name, see if it’s available with a Massachusetts business entity search. And if you know your name is available, but you’re not ready to start your LLC, you can reserve a business name for 60 days. It costs $30 to do so.

Massachusetts law requires all LLCs to name a registered agent. A Massachusetts registered agent (sometimes called a “resident agent” in MA) is a person or business designated to receive legal mail on behalf of your LLC. Under M.G.L. ch: 156D § 5.01, this agent can be you, another individual, or a registered agent service like us.

You’ll need to include your resident agent’s name and street address (PO boxes not allowed!) when you fill out your Certificate of Organization, so choose one ahead of time.

Learn why the pros use a registered agent service.

In order to officially form your Massachusetts LLC, you’ll need to file a Certificate of Organization with the Massachusetts Secretary of the Commonwealth, along with a $500 filing fee. All information on the Certificate of Organization form becomes part of the public record.

To complete the certificate, provide the following information:

• Federal Identification Number. If you’ve already got an EIN number, list it here, but you can also obtain one after registering your LLC.

• Limited Liability Company Name. Must include an indicator like “LLC.”
• Street address. The physical street address of the office where your LLC’s records are kept.
• General character of business. A brief statement of what your business does.
• Latest date of dissolution. Optional. The date your business will end, if applicable.
• Resident agent and address. Name and address of the person or company appointed to accept service of process for your LLC.
• LLC management. Names and business addresses (if different from your office street address) of all LLC managers, if your LLC has them.
• Authorized executors. Names and business addresses (if different from your office address) of any non-managers authorized to sign filings with the Corporations Division. You must provide information for at least one executor if your LLC has no managers.
• Person authorized for property. Optional. If you plan on buying property with the LLC, list the name of the person in your LLC who authorizes property purchases.
• Additional matters. Optional. Any additional articles you wish to include. For example, some LLCs include an article detailing the LLC’s management structure.
• Authorized signatory. The person who signs and submits the Certificate of Organization.

An operating agreement helps specify the details of how your Massachusetts LLC will be run. This internal written document should plan in advance for how to handle any matters that might be contested in the future—such as how much each member invested, how to distribute profits and losses, how member voting works, how to transfer membership, and how your LLC will handle any disputes.

Contact a lawyer or use our free Massachusetts LLC Operating Agreement Template.

Your Massachusetts LLC needs funding. But mixing personal and business accounts risks the limited liability that keeps the LLC separate from it’s members. To prevent that, you’ll need to open a business bank account. That means you’ll need to get an EIN for your business, unless you’re a single-member LLC owner and would rather give out your own social security number.

EINs (employer identification numbers) are like social security numbers for businesses. The IRS uses your EIN to identify your LLC on tax filings.

Once you have a business bank account, you can fund the LLC. In most cases, each member makes an initial contribution that establishes their membership interest (percentage of LLC ownership).

LLCs in Massachusetts need to stay on top of their tax and reporting requirements. Those requirements include:

• Taxes: Massachusetts LLCs have pass-through tax status by default, so profits “pass through” the LLC to owners (members) and the LLC does not directly file income taxes. Owners instead report their share of LLC profits on their personal income tax returns, and those profits are subject to the federal self-employment tax rate (15.3%).
• Annual Reports: Annual reports filed with the Secretary of the Commonwealth ensure Massachusetts has up-to-date information on your LLC’s contact information and ownership. The Massachusetts annual report costs $500, plus an additional $20 when filed online. Sick of doing paperwork? We can file your annual report for you.
• BOI Report: Most Massachusetts LLCs must complete an additional federal filing, the Beneficial Ownership Information (BOI) Report. The BOI Report requires that you provide identifying information about all your LLC’s beneficial owners and your company applicant to FinCEN. You can also hire us to file for you.

*This is informational commentary, not advice. This information is intended strictly for informational purposes and does not constitute legal advice or a substitute for legal counsel. This information is not intended to create, nor does your receipt, viewing, or use of it constitute, an attorney-client relationship. More information is available in our Terms of Service.