Organizing your new Massachusetts small business as a limited liability company, or LLC, has several positive aspects. The LLC combines the advantage of a corporation -- limited liability for the business's debts -- with the benefits of a partnership, namely pass-through taxation and less complex formalities such as annual reporting and board meetings. Creating a Massachusetts LLC requires filing a document, called a Certificate of Organization, with the Massachusetts Secretary of the Commonwealth.
Choose a name for your Massachusetts LLC that complies with Massachusetts law. Massachusetts law requires you to include the phrase “limited liability company” or “limited company,” or the abbreviation “L.L.C.,” “L.C.,” “LLC” or “LC” in the name of your new Massachusetts LLC. The name of your new Massachusetts LLC may contain the name of an LLC member -- called owner -- or manager. The name you select must also not be identical to or be deceptively similar with the name of an existing business association registered in Massachusetts. The Massachusetts Secretary of the Commonwealth maintains a free online database of all business associations registered in Massachusetts, which can be a useful resource for choosing a unique name for your LLC (see Resources).
Choose a registered agent. Massachusetts law requires you to designate a registered agent in the Certificate of Organization for your LLC. If your LLC is sued, the registered agent -- either a person or a business -- will receive service of process of the lawsuit. You may serve as the registered agent of your LLC if you are a Massachusetts resident. If you are not a resident, or you wish to keep your home address separate from your LLC’s Certificate of Organization -- which is a public record -- you may hire a registered process agent to serve as the registered agent of your LLC.
Choose your method of filing. The Massachusetts Secretary of the Commonwealth allows individuals to file a Certificate of Organization by mail, fax or Internet. If you are filing by mail or fax, download and fill out a Certificate of Organization form from the Massachusetts Secretary of the Commonwealth’s website (see Resources). If you are filing online, you must use the Massachusetts Secretary of the Commonwealth’s online filing system. Using the online filing system requires submitting an email address.
Fill out the Certificate of Organization. List the name of your LLC, the Massachusetts street address where the LLC will maintain its records, and a lawful purpose of business for your LLC. You may choose to list the Federal Identification Number and date of dissolution for your LLC. Provide the name and address of a Massachusetts registered agent. List the name and address of any LLC managers and other individuals authorized to execute documents on behalf of the LLC. You may choose to list any other provisions for your LLC. A person acting on behalf of the LLC must sign the Certificate of Organization.
File the Certificate of Organization and pay the filing fee. As of 2010, the filing fee for a domestic LLC in Massachusetts is $500. If filing online, you must pay by credit card; if filing by mail or fax, pay by check made out to the Secretary of the Commonwealth.
- While forming an LLC in Massachusetts is easy, you may want to consult with a tax attorney about the tax implications of operating a business as a Massachusetts LLC.
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