How to Form an LLC in Massachusetts

This guide to starting an LLC in Massachusetts provides step-by-step instructions on filing formation documents, obtaining tax IDs, and setting up company records.

Overview

LLCs are the most popular business structure because they are inexpensive to form, provide flexibility to the owners, and are easy to run. Forming your LLC legally establishes your business, limits your personal liability, and gains tax flexibility. The following step-by-step will help you as you undertake this process.

Fast Facts: Your Budget and Timeline

Here is an overview of the total paperwork, cost, and time it takes to form an LLC in Massachusetts. Be sure to read the final step in this guide - "Ongoing Filings" - to understand your ongoing costs to maintain a compliant Massachusetts LLC.

Step-by-Step Massachusetts LLC Instructions

1. Check Name Availability

   The legal name of your LLC may not conflict with any other registered name. Check availability of your desired name by conducting a name search.

   Name Search:	Massachusetts Secretary of the Commonwealth Name search
   Name Reservation:	Optional
   Suffix:	Shall contain the words ''limited liability company'', ''limited company'', or the abbreviation ''L.L.C.'', ''L.C.'', ''LLC'' or ''LC''.  M.G.L. &sect156C.3

2. Appoint a Registered Agent

   Before you officially file to create your Massachusetts LLC, you will need to decide who your Massachusetts registered agent will be. A registered agent is a business's legal appointee to receive notice of lawsuit and other legal or government notices.

   State law requires every LLC to have a registered agent. The registered agent is designated when you file Massachusetts articles of organization with the Massachusetts Secretary of the Commonwealth.

   Our reliable registered agent service fulfills this requirement. You get:

   • Same-day documents from our local office in Pittsfield
   • Immediate online access to state forms with our address and, where required, our signature
   • Annual fees from $89 to $99 per state with no additional charges

   
   

3. File Massachusetts Certificate of Formation

   File the articles of organization to create your limited liability company.

   Agency:	Massachusetts Secretary of the Commonwealth
   Form:	LLC Certificate of Organization
   Filing Method:	Mail, fax, in-person, or online
   Agency Fee:	$500 + optional $25 expedite fee
   Turnaround:	~2-3 business days by mail (plus mail time). ~1-2 business days by fax with $25 expedite fee.
   Law:	Massachusetts General Laws (M.G.L.) - Part I: Administration of the Government - Title XXII: Corporations - Chapter 156C: Limited liability Company Act
   Notes:	Massachusetts permits Professional LLCs which have separate formation requirements.

4. Establish Company Records

   Your LLC must keep correct and complete books and records. Your filed articles of organization are the first documents for your LLC’s records. Your LLC will generate many other official records such as:

   • Meeting minutes
   • Operating agreement
   • EIN verification letter
   • Amendments and other filings made to the LLC throughout its lifetime

   Organizations need a secure, centralized tool for managing and accessing sensitive records. Our Records Manager software offers a simple, efficient way for LLCs to store records, track members and managers, and customize meeting notifications.

5. Create the Operating Agreement

   Draft an Operating Agreement (potentially using a template) which is the governing document for the LLC. It defines the formalities of how the LLC will run itself such as holding an annual meeting. You will review and adopt the agreement at your organizational meeting.

6. Hold the Organizational Meeting

   The first meeting of the members of the LLC is the organizational meeting. You will need your filed articles of organization and your operating agreement in order to conduct this meeting. Keep minutes of this meeting and store them in your company record book.

7. Get a Federal Employer Identification Number (EIN)

   If your LLC has more than one member or will hire employees, it must obtain an EIN. An EIN is also often required to open a bank account.

   Agency:	Internal Revenue Service (IRS)
   Form:	IRS Form SS-4
   Filing Method:	Mail, phone, fax, or online.
   IRS fee:	$0
   Turnaround:	Immediately online or by phone. 4 business days by fax. 4-5 weeks by mail.
   Notes:	The IRS website is only available during certain hours. Print your EIN before closing your session. For additional guidance, see IRS Pub 1635: Understanding Your EIN.

8. Get Massachusetts State Tax Identification Numbers/Accounts

   Massachusetts offers a consolidated state tax registration application.

   Submit to:

   Massachusetts Department of Revenue
   http://www.mass.gov/dor/

   Form:

   Massachusetts Department of Revenue - WebFile for Businesses - Form TA-1

   Instructions:

   Instructions

   Guidance:

   Tax type descriptions

   Filing Method:

   Online

   Fee:

   $0

   Notes:

   Obtain an EIN first. If needed, the Massachusetts Department of Revenue will mail you Form ST-1: Sales and Use Tax Registration (access to this form is restricted).

9. Consider Electing S-Corp or C-Corp Taxation

   By default, your LLC receives pass-through taxation and the vast majority of LLCs keep this tax classification. Some LLCs benefit from electing S-Corp or C-Corp tax treatment:

   • S-Corp treatment can help owner-employees who earn more than ~$75,000 per year save on self-employment taxes. File Form 2553: S-Corp Election.
   • C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment. File Form 8832: C-Corp Election.

10. Obtain Business Licenses & Permits

    To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.

    
    

    Massachusetts Business License

    Not required

    
    
    

    General Business License licensure is not required on the State level in Massachusetts.

    Massachusetts does not have a general business license at the state level, but local licenses are often required.

11. Ongoing Filings to Maintain Your LLC

    You must file federal and state tax returns.

    Many states also require business entities to file an annual report to maintain good standing with the secretary of state. If an annual report is required for LLCs formed in Massachusetts, view the table below.

    
    

    Massachusetts Corporation Annual Report Requirements:

    Agency:	Massachusetts Secretary of the Commonwealth
    Form:	Find your company record to print your form.
    Filing Method:	Mail, in-person, fax, or online.
    Agency Fee:	$109 online or fax; $125 by mail.
    Due:	Annually within 2.5 months after the close of the organization's fiscal year.
    Law:	MA. General Laws Chapter 156D § 16.22; 950 CMR 113.57.
    Penalties:	$25 late fee.
    Notes:	Anyone with authority may file. Original signatures are not required.

    
    

    For more details, see our Massachusetts annual report information center page.

    As your LLC grows, you will need to demonstrate your company’s good standing to banks, customers, and other state agencies. After all the work involved in forming your Massachusetts LLC, don’t let a missed annual report filing cause your new business to fall out of compliance.

    Tracking and filing annual reports on your own can be time consuming and lead to accidental lapses. Protect your LLC’s good standing with Managed Annual Report Service, which tracks and automatically files reports on time, every time, so you can focus on your business.