How to File a Certificate of Organization in Massachusetts

In Massachusetts, as in most states, the primary step in creating a limited liability company (LLC) is to file a certificate of organization, which in many states is called the articles of organization. This is an absolutely crucial document that helps define your business, so it’s important to do it correctly.

An LLC is a business entity that offers liability protection for owners, as well as pass-through taxation, much like a sole proprietorship.

What is a Certificate of Organization?

The certificate of organization is a legal document you need to file with the state to form your LLC. It will specify details about your company and establish your LLC as an officially registered business entity in Massachusetts. 

The document is similar to the articles of incorporation you would file to form a corporation instead of an LLC. 

How to File the Massachusetts Certificate of Organization

In Massachusetts, the process to file a certificate of organization is quite simple. The crucial first step is gathering the required information about your new LLC, before proceeding with the filing itself. 

Here are the steps you’ll need to take to create your new business entity: 

1. Gather the required information about your business. 

• Business name
• Business address
• General character of the business
• Resident agent name and address
• Name and address of managers
• Name and address of persons authorized to execute documents for the business (usually the members)
• Name and address of each person authorized to execute, acknowledge, deliver and record any recordable instrument purporting to affect an interest in real property

2. Visit the state’s secretary of state’s website 

Find the Massachusetts certificate of organization form here. It’s easiest to fill out the form online and file immediately, but you can also download it, fill it out and mail it in. 

3. Filling out Certificate of Organization Document

When you click on the above link, you’ll find a fillable document. Start by entering your business name. Then enter your principal office address and the address where your business records will be maintained. 

Then you’ll enter the general character of your business such as “shoe sales” or “remodeling”.

Next, enter the resident agent’s name and address. The resident agent’s name must then be entered again to acknowledge their consent to act as the resident agent.

If you have managers who are not members, you’ll enter their names and addresses. If not, move on to enter the names and addresses of people authorized to execute documents, meaning they can sign official documents on behalf of the LLC (usually the LLC members). You’ll see a box for “additional matters”, which is usually not applicable.

Finally, you’ll enter the organizer’s name and address and electronically sign the form. Click to submit, and then you’ll have a chance to review your information.

When filling out your articles of organization form, be sure to double-check that all the information is accurate and up-to-date. Maybe you’ve just moved, or use your middle initial in official documents, such as with your bank account. If you get it wrong now, changing it later can be a real pain. So accuracy is crucial. 

• File Certificate of Organization 

Once you’ve reviewed your information, click accept. You’ll go to the payment screen where you’ll pay your filing fee, which in Massachusetts is $500. 

Massachusetts Secretary of State Contact Info

Massachusetts Secretary of State

Secretary of the Commonwealth
Corporations Division
McCormack Building
One Ashburton Place, 17th floor
Boston, MA 02108

617-727-9640
Fax: 617-742-4538
Email: [email protected]

The Bottom Line

In Massachusetts, it’s relatively easy to create an LLC, but you do need to jump through a few hoops. You now have all the information you need to officially create your new business and begin your entrepreneurial journey in the Bay State.