Carolyn Young is a business writer who focuses on entrepreneurial concepts and the business formation. She has over 25 years of experience in business roles, and has authored several entrepreneurship textbooks.
David has been writing and learning about business, finance and globalization for a quarter-century, starting with a small New York consulting firm in the 1990s.
Published on March 9, 2022
Here are the steps you need to take to start a limited liability company (LLC) in Massachusetts:
Choose a name for your Massachusetts LLC: Your business name must be unique and contain the words Limited Liability Company or the abbreviation L.L.C. or LLC. You can use the Massachusetts Business Entity Search to check the availability of your desired business name.
Choose a resident agent: In Massachusetts, you can be your own resident agent for your LLC, or it can be another member of the LLC, an outside individual, or a qualified business service.
Determine your management structure: There are two basic types of LLC: member-managed and manager-managed LLCs.
Create an operating agreement: We have prepared two operating agreement templates for your use. One is for single-member LLCs, and the other is for multi-member LLCs.
To form your LLC, we recommend using a professional online Massachusetts LLC formation service. This ensures accuracy, compliance, and convenience by streamlining the process, avoiding mistakes, and providing ongoing support.
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Should you find video content more appealing, we’ve provided a comprehensive visual tutorial on creating an LLC in Massachusetts.
Continue reading to find a detailed guide on how to start an LLC in Massachusetts.
Step 1: Choose a Name for Your Massachusetts LLC
Your business name is your business identity, so choose one that encapsulates your objectives, services, and mission in just a few words. You probably want a name that’s short and easy to remember, since much of your business, and your initial business in particular, will come from word-of-mouth referrals.
To search for business entities in Massachusetts, you have several options.
Firstly, you can search by entity name by navigating to the search page, indicating your preference for searching by entity name, entering the name, selecting the search type, and then clicking “Search Corporations.” The results will display a list of businesses matching your query, from which you can select a specific entity to view its detailed information and request a Certificate.
Secondly, you can search by individual name associated with the entity, following a similar process to the entity name search.
Thirdly, you can search by identification number or filing number, wherein entering the specific number will directly redirect you to the entity’s information page without displaying a list of results.
If you find the name during your search, you’ll need to go back to the drawing board and choose a different name.
You should also confirm that the name you want to register conforms to Massachusetts regulations on business names.
In Massachusetts, your LLC name must include the phrase “limited liability company,” or one of its abbreviations (LLC or L.L.C.), and it cannot include words that could confuse your Massachusetts LLC with any government agency.
Your business name also cannot include words like bank, insurance, university (or any similar names) without approval from certain state authorities.
Additionally, your business name must be distinguishable from all other business names in the state.
It’s also a good idea to check for nationally trademarked names, to ward off any potential problems later if your business expands, and check the availability of related domain names using our Domain Name Search tool. Using “.com” or “.org” sharply increases credibility, so it’s best to focus on these.
Once you’ve found a name that clears these hurdles, go ahead and reserve the name with this Name Reservation Request form on the Massachusetts secretary of state website.
Step 2: Choose a Resident Agent
In Massachusetts, your LLC needs to have a resident agent, aka registered agent. A resident agent is a person or business authorized to accept legal, tax, and financial documents on behalf of your business, and communicate with the state on relevant matters.
The purpose of a resident agent is to ensure compliance with state laws and make sure official documents are handled in a timely manner. Having one person or entity to handle important documents helps to ensure nothing is missed, helping avoid potential potholes.
In Massachusetts, you can be your own resident agent for your LLC, or it can be another member of the LLC. An individual who is not a member or a professional agency can also serve as the resident agent for your LLC. A corporation or another LLC can also be a resident agent.
In Massachusetts, the requirements to be a resident agent are:
Must be 18 years or older
Have a physical address in the state
Be personally available during normal business hours
If the agent is a business entity, it’s registered to operate in the state
Many LLCs choose a member who is highly involved in the business to be the resident agent, although a registered agent service saves you time and ensures compliance.
Advantages of a Registered Agent Service
A registered agent service is a professional service that will handle official correspondence and documents for your business. Registered agents ensure that all official correspondence is handled on time and keep copies of documents for you. They also keep track of deadlines and send reminders of things you need to file, such as tax forms and annual reports.
A registered agent service will help keep you in compliance with the law and save you time by keeping track of key documents and filing deadlines. This also frees you up to focus on growing your business. The agency will also offer support if problems or questions come up.
Using an agency enables you to have flexible hours. If you’re your own registered agent, you must be personally available from 8 AM to 5 PM at your registered agent address. If you use an agency, they are available during those hours so that you don’t have to be.
Many LLCs choose a member who is highly involved in the business to be the registered agent, although a registered agent service saves you time and ensures compliance.
Step 3: Determine Your Management Structure
An LLC offers its owner or owners considerable flexibility in terms of management. You can choose your management and operational structure.
LLC owners are known as members. In a member-managed LLC, the members run the business. In a manager-managed LLC, non-members are hired to oversee and run the business.
In a member-managed LLC, members are involved in day-to-day operations. Most LLCs are member-managed because the majority are small businesses that cannot afford to hire a management team.
Many LLC owners prefer to have a member-managed structure because they want to be in control of decision-making and directly involved in operations. Unlike corporations, most LLCs do not have boards of directors to oversee the management. This means that whoever manages the company is in control of all decisions.
In Massachusetts, LLCs are considered member-managed by default unless they have specified that they are manager-managed in the formation documents or operating agreement.
In a manager-managed LLC, non-members are hired as managers. Some members still may be managers alongside the non-member managers, or none of the members can be managers. In this structure, any members who are not managers are passive investors and have no role in the operations of the company.
This structure works best when some or all of the owners want that passive ownership, or if there are a large number of members – too many to all effectively manage the LLC. Another reason to choose a manager-managed structure is when members simply don’t have management skills. Having a great business idea and the capital to start a company does not necessarily mean that someone can run a company. In such cases, hiring professional managers can give the company a better chance of success.
Step 4: File Certificate of Organization with the Massachusetts Secretary of State
To make your LLC official, you’ll need to file a certificate of organization with the state. This is the legal document that officially creates your LLC as a legal entity in Massachusetts. The certificate of organization includes information about your LLC, such as its address, owners, and resident agent information.
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:
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
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.
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.
Secretary of the Commonwealth Corporations Division McCormack Building One Ashburton Place, 17th floor Boston, MA 02108
617-727-9640 Fax: 617-742-4538
Do I need an attorney to file a certificate of organization in Massachusetts?
You do not need an attorney to file a certificate of organization in Massachusetts. You can easily file online yourself, or use a business formation service. ZenBusiness’s online LLC formation service will enable you to form your LLC in just a few minutes.
How do I amend my LLC certificate of organization?
How do I get a copy of my certificate of organization in Massachusetts?
You can order a certified copy of your certificate of organization for a fee of $15.
Step 5: Create an Operating Agreement
An operating agreement is not required in Massachusetts but is highly recommended. It is not filed with the state, but instead kept in your LLC’s records and used to resolve disputes, even in court.
An LLC operating agreement is an important legal document that details who owns the business and provides essential information pertaining to member duties. An LLC operating agreement establishes the financial relationship between members and the basics of the working relationships between those members and the managers who oversee daily operations.
It’s advisable to hire an attorney to ensure your operating agreement is thorough and legally binding.
The operating agreement should clearly define:
The percentage of each member’s interests in the LLC
How profits and losses will be allocated to each member
Each member’s rights and responsibilities
The management structure and management roles of members
The voting rights of each member
Rules for meetings and voting
What happens when a member sells their interest, becomes disabled, or dies
If the LLC has a board of directors, the operating agreement will also include the role and responsibilities of the board members and how they are compensated.
An LLC operating agreement provides legal and financial recourse for a number of situations. If conflicts arise between LLC owners pertaining to any of the above issues, the operating agreement will provide clarity and guidance.
Though Massachusetts has default rules on the books that address some of the potential challenges that might arise between LLC members, the LLC operating agreement has the potential to override such presumptions.
Step 6: Apply for Business Licenses
In Massachusetts, forming an LLC doesn’t require a business license, but you’ll need to follow Massachusetts state procedures, as you may need local, state, or federal permits depending on your type of business. Fees for these vary, but most costs are minimal.
Federal regulations, licenses, and permits associated with starting your business include doing business as (DBA), health licenses and permits from the Occupational Safety and Health Administration (OSHA), trademarks, copyrights, patents, and other intellectual properties, as well as industry-specific permits. Refer to the SBA guide for federal licenses and permits to determine if your business activities are regulated by a federal agency.
You may also need state-level and local county or city-based licenses. The license requirements and how to obtain them vary, so check the websites of your state, city, and county governments to learn more.
Check out the following links on the official Massachusetts government website to help you determine your specific license and permit needs:
This is not a step to be taken lightly, as failing to comply with legal requirements can result in hefty penalties. If you feel overwhelmed by this step or don’t know how to begin, it might be a good idea to hire a professional to help you check all the legal boxes.
Your Massachusetts Employer Identification Number, or EIN, is like a social security number for your company, allowing the IRS to easily identify your business. It is also known as a Federal Tax Identification Number (FTIN), or sometimes for corporations, it’s called a Tax Identification Number (TIN).
An EIN is used to identify US businesses and contains information about the state the company is registered in. It also identifies the taxpayers who are required to file tax returns for the business.
It is used by employers for filing taxes and is generally required for businesses when they open a business bank account.
All EIN applications (mail, fax, electronic) must disclose the name and Taxpayer Identification Number (SSN, ITIN, or EIN) of the true principal officer, general partner, grantor, owner or trustor. This individual or entity, which the IRS will call the ‘responsible party,’ controls, manages, or directs the applicant entity and the disposition of its funds and assets. Unless the applicant is a government entity, the responsible party must be an individual (i.e., a natural person), not an entity.
The application is free and can be found on the IRS website. The application is form SS-4, and it can be mailed to the IRS or submitted electronically. Once your information on the application has been validated, your EIN is assigned immediately. The EIN will never expire, and is never duplicated, even if you go out of business.
Next Steps
Opening a Business Bank Account
Before you start making money, you’ll need a place to keep it, and that requires opening a bank account.
Keeping your business finances separate from your personal account makes it easy to file taxes and track your company’s income, so it’s worth doing. Opening a business bank account is quite simple, and similar to opening a personal one. Most major banks offer accounts tailored for businesses — just inquire at your preferred bank to learn about their rates and features.
In Massachusetts, banks vary in terms of offerings, so it’s a good idea to examine your options and select the best plan for you. Once you choose your bank, bring in your EIN, Certificate of Organization, and other legal documents and open your new account.
Getting Small Business Insurance
Business insurance is an area that often gets overlooked yet it can be vital to your success as an entrepreneur. Insurance protects you from unexpected events that can have a devastating impact on your business.
Here are some types of insurance to consider:
General liability: The most comprehensive type of insurance, acting as a catch-all for many business elements that require coverage. If you get just one kind of insurance, this is it. It even protects against bodily injury and property damage.
Business Property: Provides coverage for your equipment and supplies.
Equipment Breakdown Insurance: Covers the cost of replacing or repairing equipment that has broken due to mechanical issues.
Worker’s compensation: Provides compensation to employees injured on the job.
Property: Covers your physical space, whether it is a cart, storefront, or office.
Commercial auto: Protection for your company-owned vehicle.
Professional liability: Protects against claims from a client who says they suffered a loss due to an error or omission in your work.
Business owner’s policy (BOP): This is an insurance plan that acts as an all-in-one insurance policy, a combination of the above insurance types.
By default, an LLC is taxed like a sole proprietorship if it has one member and a partnership if it has more than one member.
In both cases, business income “passes through” to the members, while profits and losses are reported on their individual tax returns. The LLC itself is not taxed, which simplifies the process for members. Also, losses and operating costs of the business can be deducted personally by the members. Taxes are paid at the personal tax rate of the members, although the owners may also have to pay self-employment taxes.
Note that a multi-member LLC must also file form 1065 with the IRS, which is the U.S. Return of Partnership Income. Attached to this will be form K-1s for each member showing their share of the business income.
But LLCs owners can instead choose to be taxed as a corporation. To do so, the LLC must file a document, referred to as an election, with the IRS. The LLC must then decide if it wishes to be taxed as an S corporation or a C corporation.
C-Corp status means profits are taxed at the current rate for corporations (21% as of early 2022), which is significantly lower than the typical individual taxpayer rate. But keep in mind, C-Corp shareholders, which includes members, must also pay taxes on their distributions (but not self-employment taxes). Thus, the C-Corp is subject to what is sometimes referred to as double taxation.
As with sole proprietorship and partnership status, S-Corp taxation considers the LLC a pass-through entity, which means income passes through the company and into the hands of the owners. At this point, taxes are applied at the same rate as those of individual taxpayers.
S-Corps use Form 1120S to file their taxes, which is used to report the income, losses, and dividends of shareholders. S-Corp shareholders do not pay self-employment taxes, which is the primary advantage of S-Corp status compared to sole proprietorship or partnership.
Generally, S-Corp tax status is beneficial if the company is profitable enough to pay the owners a salary and at least $10,000 in annual distributions so the owners can be taxed as employees and not pay self-employment taxes. It costs more to run an S-Corp than an LLC due to additional bookkeeping and payroll expenses. Thus, the tax benefits should be more than the additional costs for an S-Corp status to make financial sense.
File Annual Reports
In Massachusetts, LLCs need to file a Massachusetts annual report to remain in good standing. The report is due each year by the anniversary of the LLC’s original filing date and the fee is $500.
How much does it cost to start an LLC in Massachusetts?
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