How to Create an LLC in Massachusetts

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How to Form an LLC in Massachusetts:
5 Simple Steps to Get Started
According to the IRS, each state may use different regulations around forming an LLC, and you should check with your state if you’re interested in starting a Limited Liability Company. To simplify the process of forming an LLC in the Commonwealth (state) of Massachusetts, we’ve put together a step-by-step guide to detail each step of the process and answer any questions you may have.

Step 1
Name Your Massachusetts LLC

Your first consideration when choosing a name for your LLC is that it be unique from any other business in Massachusetts. You can quickly and easily do a name check on the Massachusetts Secretary of The Commonwealth Corporations Division website business name database to verify the business name you want is available. For a $30 fee, you can reserve a business name for 60 days by filing an Application for Reservation of Name by mail with the Secretary of the Commonwealth Corporations Division. This can be repeated at the end of the 60 days for an additional 60-day extension.

In order to comply with Massachusetts law, your company’s name must end with some form of the term “Limited Liability Company.” This can appear in several different formats from the whole phrase written out to several appropriate abbreviations. “Limited Company,” “L.L.C.,” “LLC,” “L.C.,” and “LC” are all considered appropriate ways to adorn your moniker. You can also choose to use the name of a member or manager in the company name in Massachusetts.

Step 2
Appoint a Resident Agent in Massachusetts

Massachusetts requires that any LLC have a resident agent (called a “registered agent” in most states) for service of process. This means your LLC must have an entity that agrees to physically accept any legal papers on the company’s behalf should it be sued. This entity does not have to be an individual person. The resident agent can be any resident of Massachusetts or a business entity authorized to do business in Massachusetts so long as the agent has a physical street address within the state.

Step 3
File Massachusetts Certificate of Organization
To officially create your LLC in Massachusetts, you’ll need to complete the Limited Liability Company Certificate of Organization paperwork and file it with the Massachusetts Secretary of the Commonwealth Corporations Division. For a $520 fee, this can be done online or by mail for $500. To complete this form you will need to know the following:
  1. The name, address, and purpose of your LLC
  2. The name, address, and signature of the company’s resident agent
  3. Whether your LLC will be member-managed or manager-managed
  4. Names and addresses of all members or managers
  5. The name and business address of the person(s) who is authorized to sign, record, file, etc. anything having to do with real property (i.e., real estate).
  6. The dissolution date of the LLC (if applicable)

Step 4
Create an Operating Agreement

You may want to consider preparing an operating agreement to outline the ownership and operating procedures for your LLC.

Though not required by the state, an operating agreement will set the guidelines for running your company. This does not need to be filed with the state, but it can go a long way toward ensuring your company’s success.

Step 5
Apply for an Employer ID Number (EIN)

An IRS Employer Identification Number (EIN) is required of your LLC unless it is a single-member LLC with no employees. Obtaining an EIN is as easy as completing the application on the IRS website.

It’s possible your company will need to register with the Massachusetts Department of Revenue (DOR). Whether or not your company needs to follow this step will depend on the exact types of taxes it will be collecting and/or has been collecting from the state as well as whether you have employees. The WebFile for Business application is the easiest way to register.

If your LLC will be selling a physical product, you’ll need to register for a sellers permit through the Massachusetts Department of Revenue website. This will allow you to collect sales tax on taxable sales. Additionally, if you have employees, you’ll need to register for Unemployment Insurance Tax through the Division of Unemployment Assistance and also register for Employee Withholding Tax through the MassTax Connect platform.

If your LLC is going to be taxed as an S or C corporation, note that Massachusetts has a unique corporate excise tax. The minimum for this corporate excise tax is $456.

Other Considerations
Foreign LLCs and Business Licenses
Foreign LLCs

If your company is a foreign LLC, also referred to as an out-of-state LLC, wanting to do business in Massachusetts, you’ll need to follow all the steps outlined above with a few minor differences.

You will need to file a Foreign Limited Liability Company Application for Registration with the Massachusetts Secretary of the Commonwealth Corporation Division as well as a Certificate of Existence (also referred to as a Certificate of Good Standing in some states) from your LLC’s domestic or home state. The Certificate of Existence must date back no more than 90 days prior to filing. The filing fees are the same: $520 for online and $500 for paper filings.

Business Licenses

Some industries will require you to secure federal, state, and local licenses to legally operate in the state of Massachusetts.

You can get federal licenses and perform a Massachusetts license and permit search to find the right licenses for your business.

Because business licenses and permits are issued at all levels of government—federal, state, and local—and for such a multitude of reasons (e.g., health, building, signage, etc.), there isn’t one central location where you can check to see if your business has everything it needs to be compliant. Do careful research to find out what licenses and permits you need or hire a professional service to do it for you.

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