How To Form an LLC In Massachusetts
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1. Choose a Name for Your Massachusetts Limited Liability Company
Check for an Available Name for the LLC in Massachusetts: You must choose a name for your LLC that is unique before you file to form an LLC in Massachusetts. You should thoroughly search online databases and other records to make sure that the name that you have chosen for your LLC is available and not in use by another LLC in Massachusetts. You can find a database of Massachusetts business entities on the official website of the Massachusetts Secretary of State at Massachusetts LLC.
Reserve a Name for Your Massachusetts LLC: You are not required to reserve a name for your LLC before you file to form your LLC in Massachusetts, but if you would like to reserve a name for your LLC before you file, you should submit a name reservation application, available to download here: Massachusetts LLC. The name that you choose to submit will be reserved in the state of Massachusetts for a period of 60 days. The filing fee is $30.00 for this application.
Filing for Trademarks Protection and Doing an LLC Name Search: Through your search of databases and other records in Massachusetts, you may find that the name that you want to use for your LLC is available in Massachusetts but in use by an LLC in another state. You may find that there are restrictions that affect how you can use the name that you have chosen for your LLC. You can consult an attorney to learn more about how these restrictions may affect you. You can find more information on choosing a name for your LLC at how to choose a name for your llc.
Massachusetts LLC Name Requirements: In choosing a name for your LLC, keep in mind that in Massachusetts the name of your LLC needs to include the designation "LLC," “L.L.C.,” “LC,” “L.C.” or "Limited Liability Company." You should also keep in mind that the term “LLC” stands for “Limited Liability Company” and not “LLC Corporation, “Limited Liability Corporation,” or anything else related to a corporation. An LLC is structured differently than a corporation is.
2. Find a Resident Agent in Massachusetts
Choose a resident agent before you file to form an LLC in Massachusetts. Your resident agent will act as an agent for service of process and will receive all tax documents, legal notices, and other official notices for your LLC. You might consider using the services of one of the corporate service companies that provide resident agent services to LLCs for a fee of around $75.00 to $150.00.
3. File a Certificate of Organization with the Massachusetts Secretary of State
Minimum Requirements for the Certificate of Organization: The Certificate of Organization that you file for your Massachusetts LLC must contain the name of your LLC, the street address of your main office, the name and address of your resident agent, and the name and address of each manager. The Certificate of Organization must be signed by the resident agent and at least one other authorized person. You can find a PDF form for this document or a link to file online at Massachusetts LLC.
Other Massachusetts Legal Provisions: You might consider including other clauses along with the minimum requirements listed above in your Certificate of Organization. You can consult a lawyer for guidance in deciding which additional clauses are important to include in your Certificate of Organization.
Where to Submit the Certificate of Organization for Filing: Your Certificate of Organization should be submitted to the Secretary of the Commonwealth, One Ashburton Place, Room 1717, Boston, Massachusetts 02108-1512.
Filing Fee: The fee to file a Certificate of Organization in Massachusetts is $500.00.
4. Form a Massachusetts Limited Liability Company Agreement (Operating Agreement)
Once you have filed a Certificate of Organization to form an LLC in Massachusetts, you will want to create an LLC Agreement that will govern all aspects of the LLC as well as the actions between the members of the LLC. The LLC Agreement must be signed by all of the members of your LLC. The details of your LLC Agreement will depend on factors such as how many people are involved, how much money is being invested, how the money will be distributed, and whether the company will be managed by a manager or by the members of the LLC. The items included in an LLC Agreement depend on the purpose of the LLC. For example, an LLC that is formed to operate a retail store will probably want to include different items in an LLC Agreement than an LLC that is formed to own and develop real estate. You can consult a lawyer and an accountant for help in making sure that your LLC Agreement is in compliance with all state requirements and federal tax laws.
Once you have formed your LLC, you will also want to prepare to make securities filings, obtain an EIN from the IRS, and obtain a business license for the location where you will be conducting business. You may consider using the services of one of the corporate services companies that make these kinds of filings for LLCs. To find more information on how to get a business license in your city, please visit our online guide at http://www.cityapplications.com/business-licenses.html.
5. Qualify Your Massachusetts LLC to Do Business in Other States
In most states, an LLC must register or qualify in order to do business in the state. You will find that you will need to register or qualify your LLC to do business in your home state if your main office is located outside the state of Massachusetts. You will also be required to pay taxes in your home state when you do business out of state. You can find additional information on qualifying your LLC to do business in other states at [Qualifying to Do Business in Other States].
6. Make Annual Filings and Pay Annual Taxes in Massachusetts
The state of Massachusetts requires that all LLCs file an annual report with updated information about the company. You can find a form for this report online at Massachusetts LLC. The filing fee is $500. You will also be required to file a tax report and pay taxes annually. You may want to check out the official website of the Massachusetts Department of Revenue at Massachusetts LLC to learn more about what taxes will apply to your LLC.
To form an LLC in Massachusetts, you will need to make several complex decisions. These decisions may be especially complex if more than one person is involved. You can consult an accountant and an attorney for assistance in forming your LLC so that you can feel more confident that an LLC is right for your company and that all your paperwork is being processed correctly.
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This site is for informational purposes only and does not constitute legal, financial or tax advise. The information on this site should not be relied upon as an official source of information and should be independently verified.