Here are the steps you need to take to start a limited liability company (LLC) in Massachusetts.
here are the steps you need to take to form an LLC in Massachusetts. For more information on how to form an LLC in any submit, see Nolo ‘s article How to Form an LLC .
1. Choose a Name for Your LLC
Under Massachusetts law, an LLC name must contain the words limited liability company, ” “ restrict company, ” or the abbreviations “ L.L.C., ” “ L.C., ” “ LLC, ” or “ LC. ” The name may contain the name of a member or coach of the LLC .
Your LLC ‘s name can not be deceptively similar to the names of other business entities already on file with the Secretary of the Commonwealth Corporations Division. Names may be checked for handiness by searching the Massachusetts name database. You may reserve a diagnose for 60 days by filing an application for Reservation of Name. The file tip is $ 30. The mental reservation can be extended by an extra 60 days by paying an extra $ 30 fee before the initial 60 day period expires. The lotion must be filed by mail with the Secretary of The Commonwealth Corporations Division.
Using a Fictitious Name or “DBA”
You do n’t have to use your LLC ‘s official legal name registered in your articles of organization when you do business out in the real number worldly concern. alternatively, you can use a DBA, short circuit for “ doing business as. ” DBAs are besides called fabricated clientele names, assumed appoint, or trade names. In Massachusetts you should register your DBA with the city or county where your business is located. For more on register occupation names, see Nolo ‘s article How to Register a Business mention .
2. Appoint a Registered Agent
Every Massachusetts LLC must have an agent for service of process in the submit. This is an individual or business entity that agrees to accept legal papers on the LLC ‘s behalf if it is sued. A register agent may be an person who resides in Massachusetts or a domestic or foreign pot authorized to do business in Massachusetts. The register agentive role must have a physical street address in Massachusetts .
3. File a Certificate of Organization
A Massachusetts LLC is created by filing a restrict Liability Company Certificate of Organization with the Secretary of the Commonwealth Corporations Division. The security must include :
- the LLC’s federal (employer) identification number (if any)
- the LLC’s name and street address in Massachusetts
- the general character of the LLC’s business
- the date of the LLC’s dissolution, if any
- the name, address, and signature of the LLC’s registered agent
- the names and addresses of each manager, if any: and
- the names and address of any people authorized to execute documents for the LLC–there must be at least one such person if the LLC has no manager.
The file fee is $ 520 for on-line file ; $ 500 for wallpaper filing. The articles may be filed on-line or by mail .
All of the paperwork and procedural steps to start a express liability company can be done on-line using Nolo ‘s Online LLC Formation service .
4. Prepare an Operating Agreement
An LLC operating agreement is not required in Massachusetts, but is highly advisable. This is an inner document that establishes how your LLC will be run. It is not filed with the state. It sets out the rights and responsibilities of the members and managers, including how the LLC will be managed. It can besides help preserve your limited indebtedness by showing that your LLC is truly a separate business entity. In the absence of an operating agreement, submit LLC jurisprudence will govern how your LLC operates .
The operate agreement should include the following :
- the members’ percentage interests in the LLC
- the members’ rights and responsibilities
- the members’ voting powers
- how profits and losses will be allocated
- rules for holding meetings and taking votes, and
- buyout, or buy-sell, provisions, which determine what happens when a member wants to sell his or her interest, dies, or becomes disabled.
For avail creating an LLC manoeuver agreement, see Form Your own express Liability Company, by Anthony Mancuso ( Nolo ) .
5. Comply With Other Tax and Regulatory Requirements
extra tax and regulative requirements may apply to your LLC. These may include :
EIN: If your LLC has more than one penis, it must obtain its own IRS Employer Identification Number ( EIN ), even if it has no employees. If you form a uninominal LLC, you must obtain an EIN for it only if it will have employees or you elect to have it taxed as a pot rather of a lone proprietorship ( disregarded entity ). You may obtain an EIN by completing an on-line application on the IRS web site. There is no file fee.
Business Licenses: Depending on its type of business and where it is located, your LLC may need to obtain early local and state business licenses .
Department of Revenue: In some cases, for case if you have employees or will be selling goods and collecting sales tax, you ‘ll need to register with the Massachusetts Department of Revenue ( DOR ). You can register on-line using the DOR ‘s MassTax Connect. For more information on state LLC tax registration, see Nolo ‘s article Massachusetts LLC Annual Filing Requirements .
6. File Annual Reports
All LLCs doing business in Massachusetts must file an annual report with the Secretary of the Commonwealth Corporations Division. Domestic LLCs file a limited Liability Annual Report. Foreign LLCs file a Foreign Limited Liability Annual Report. The composition must contain the lapp information as the certificate of organization .
The report must be filed by the LLC ‘s anniversary date. The report can be filed on-line or by mail. The charge fee is $ 500 .
Should I form an LLC
If you are just starting your clientele or have already been operating as a sole owner, you should consider forming an LLC. LLCs limit an owner ‘s personal liability for clientele debts and lawsuits and offer a draw of flexibility when it comes to ownership, management, and taxation of the commercial enterprise. To learn more about LLCs and decide if it is the right business structure for you, see What is a specify Liability Company ( LLC ) ?
How do I know if my LLC name is available? It is important to make certain that your LLC ‘s name is distinguishable from the names of other existing businesses on file with the Massachusetts Secretary of the Commonwealth Corporations Division. You can conduct a mention search for free on the Massachusetts Corporations Division web site to make certain your proposed mention is available .
How much does it cost to form an LLC in Massachusetts?
- The Massachusetts Corporations Division charges a $520 filing fee for online filing and $500 for a paper filing.
- It will cost $30 to file a name reservation application, if you wish to reserve your LLC name prior to filing the Certificate of Organization.
- The Corporations Division charges a $500 filing fee for the annual report, which must be completed by every LLC doing business in Massachusetts.
Filing yourself is much the cheapest option, but completing all of the forms and filing them yourself can be complicated. Hiring a lawyer is another choice, but will often cost you hundreds, if not thousands, of dollars in the summons. Nolo ‘s Online LLC formation overhaul can complete all of the paperwork and filings for you, with packages starting at just $ 79.00 .
Do I need an operating agreement for my Massachusetts LLC? Massachusetts does not require LLCs to have operational agreements, but it is highly advisable to have one. An manoeuver agreement will help protect your specify liability condition, prevent fiscal and managerial misunderstandings, and ensure that you decide on the rules governing your business alternatively of state law by nonpayment. For more information, see The LLC Operating Agreement .
Foreign LLCs Doing Business in Massachusetts To do business in Massachusetts, all LLCs organized outside of the state must register with the Secretary of the Commonwealth Corporations Division. Foreign LLCs must appoint a registered agent for serve of process physically located in Massachusetts. To register, file a Foreign Limited Liability Company Application for Registration. The form may be filed by mail or facsimile. The file fee is $ 520 for facsimile filing ; $ 500 for paper file .
The completed application must be accompanied by a certificate of legal being or adept stand from the foreign LLC ‘s home department of state, dated no more than 90 days anterior to the file of the certificate .
Can I form a single-member LLC in Massachusetts? For most formation purposes, a Massachusetts single-member LLC is considered the lapp as a multi-member LLC. The steps to form a single-member LLC in Massachusetts are the lapp as those listed above.
Single-member LLCs do have extra flexibility when it comes to filing a tax render. To learn more, see Nolo ‘s article, How Single-Member LLCs Pay Federal Income Tax .
Can I form a professional LLC in Massachusetts? If you provide a license professional service in Massachusetts and want to form an LLC, you will be required to form a professional LLC ( PLLC ). Examples of professional services include architects, attorneys, dentists, certified public accountants, and more. by and large, if you provide a service that requires you to obtain a Massachusetts country license before practice, then you are a professional service. Each member of the company must be licensed in arrange to form a PLLC. To learn more about forming a Massachusetts PLLC, see our article, How to Form a Professional LLC in Massachusetts .
How do I dissolve my LLC when I’m done? If you reach the point where it is time to close your business and discontinue all operations, then you will want to properly dissolve your LLC to limit your liability for lawsuits and government fees. Learn about the steps you will need to take in How to Dissolve an LLC in Massachusetts .