How to Start an LLC in Massachusetts (Step-by-Step) 2023 Guide

43 comments on “Massachusetts LLC”

1. Hello Matt!

   I would really appreciate your LLC expertise. I would like to start an LLC for a medical device distributorship. I’m very new to the distributorship model but this entity will be filling out W-9 as an independent contractor and earning income from 1099 commissions paid by various medical device companies. My unique issue is that I’d like to form this LLC anonymously for potential non-compete concerns. I’m also considering adding partners in the future that may also have similar concerns. I’ve studied the parent/child LLC formation through NM but I’m not sure if that’s the right structure to go with. Do I need a MA LLC (child LLC) to be an independent contractor, would solely the anonymous NM LLC be adequate, or is the parent/child formation what is necessary?

   Thanks so much

   • Hi Nick, if you are providing W9s and you’re concerned about anonymity, a parent/child LLC structure is better. This is because if you just had a Single-Member LLC, you’re supposed to stick your name in #1 of the W9 (screenshot). If you had a Mass LLC owned by a NM LLC, the NM LLC’s name would go in #1 instead.

     If you go this route (NM LLC/Mass LLC), it might be beneficial to work with a Mass business attorney, as careful strategy is needed. Meaning, you’ll want to list someone other than yourself as the Massachusetts Registered Agent. And you’ll want someone other than yourself to sign the Certificate of Organization as the LLC Organizer. You’ll also need to carefully review the Massachusetts Certificate of Organization and the Massachusetts Annual Report paperwork so you know what’s going in every field before filing (search the word “download” to look at the PDFs). Hope that helps.

2. Hi Matt,

   You answered a question of mines earlier on another article and I appreciated the response! I have a couple question regarding LLCs formation:

   1) How do you create a holding LLC? Do I create an LLC then indicate in the Articles of Organization that the LLC will be a holding company?

   2) How do I create an operating LLC? Do I create an LLC then indicate in the Articles of Organization that the LLC will be an operating LLC for a specific holding company?

   Thanks!

   • Hi Joe, you’re welcome. LLC1 is created first. LLC2 is created next. LLC1 is listed as the Member of LLC2 in the Operating Agreement. It is therefore a holding company (simply by the nature of doing nothing but owning another company). You don’t have to tell the state “this LLC is a holding company LLC” and “this LLC is an operating LLC”. That occurs by the nature of how you structure the ownership (the Child LLC is owned by the Parent LLC and the Parent LLC is owned by you) and how you use them (the Child LLC operates and the Parent LLC just owns the Child LLC).

     How that gets entered into the Massachusetts LLC Certificate of Organization depends on whether the LLC is Member-managed or Manager-managed.

     For example, in the Parent Company LLC’s Certificate of Organization, you’d be listed in some or all the fields (#6, 7, and 8). In the Child Company LLC’s Certificate of Organization, the Parent Company LLC may be listed in #6. It depends on how the LLC is managed and who the manager is (it could be the Holding Company or it could be you… or anyone else). Hope that helps.

     • Thanks a lot for your response Matt! You are a great man for offering all of this information for free!!

       • Thanks so much Joe! You’re very welcome :)

3. Hi Matt,

   I am planning to create an LLC for a sports management business. The business supports events where a majority take place in NJ (a few in NY, CT, PA), but I live in MA. If I create the LLC in NJ, would I need to file anything specifically in the other states, or would it all fall under the NJ LLC? Thank you for your insight.

   • Hi Brian, if you are running the business from Massachusetts, you will need to register your New Jersey LLC as a foreign LLC in Massachusetts. You could also go the other way around and form an LLC in Massachusetts and then register it as a foreign LLC in New Jersey. The state’s don’t paint in black and white what it means to “transact business” (which determines if a foreign LLC registration is needed), however, if the events are recurring and ongoing, the LLC is likely doing transacting business in those states too. If the events are from time to time, a foreign LLC registration may not be necessary. Hope that helps.

4. For a manager-managed LLC in MA can the manager be listed as an LLC from another state instead of an individual?

   • Hi Bob, yes, the Manager can be another LLC. And that LLC can be located in any state. Hope that helps.

5. Hi Matt,

   I opened up my LLC in the state of MA early this month with just my name. After talking to my wife and considering everything we now decided to add her to this LLC business. How can I add her to a recently established LLC?

   Please advise.

   Thank you

   • Hey Dan, unfortunately, adding an LLC Member is not as easy as just forming an LLC. You may want to hire an attorney for help. Here’s the overview: create an Assignment of LLC Membership Interest (transferring a portion of LLC interest from yourself to your wife), amend your Operating Agreement, file an Amendment with Massachusetts Secretary of State’s office, file Form 8832 with IRS denoting a change from LLC taxed as Sole Proprietorship to an LLC taxed as a Partnership, add her to the LLC bank account, and update the Massachusetts Department of Revenue, if applicable. It may also be easier and more cost effective to just dissolve the first LLC and form a new LLC with your wife. Hope that helps.

6. I live in MA. Can I form my LLC under my child name who under age? and me listed as manager-managed ?

   • Hi Maria, you’ll want to check with an attorney on this. We don’t have a quick reference to the statutes on whether minors can be LLC members in each state. And even if it’s allowed, you’ll also want to look into the enforceability of contracts by minors, if applicable to your situation. Hope that helps and thanks for your understanding.

7. Hi Matt,

   I live in Taiwan (non-US citizen and non-US resident) and my son (non-US citizen and non US resident) currently studies in MA. I want to set up an LLC to purchase a condo in MA. With my limited knowledge on local rules, can you please help me with the following questions?
   1) Can a foreigner set up an LLC in MA ( planning to use my son and my daughter (in Taiwan) as the partners in the LLC)
   2) Can I include my daughter (minor, non US citizen and non US resident) as a member of the LLC
   3) Bank account – my son will be the principal of the LLC and can he open a business bank account for the LLC alone?
   Thank you!

   • Hi Alice, 1) Yes, non-US citizens and non-US residents can form an LLC in Massachusetts. 2) Not sure about that one. Rules about minors and whether or not they can enforce a contract vary state by state. We don’t have that information readily available. It’s best practice to discuss that with an attorney. 3) If your son is an LLC Member, then yes, he can open an LLC bank account in Massachusetts. You can find more information here: LLC bank account. Hope that helps :)

8. Hi Matt, I’m basically looking to use this new LLC for online retail business. Nothing will be shipped from my location, all will be dropshipped. Do you think I’ll benefit from NJ LLC instead of MA LLC?

   • Hey Deepak, what kind of benefits are you looking for?

9. Hi Matt,

   I live in MA. Is it possible for me to form an LLC in NJ using my parent’s address and do business here in MA for an online business? If so, what are additional fees that I will have to pay on top of NJ’s $125 and yearly $50 fee?
   I learned that I would have to file a foreign LLC in NJ since I live in MA. Is that more expensive overall than just forming an LLC in MA which is $500 one time an d$500 yearly fee?

   Thank you,
   D

   • Hi Deepak, what type of business activities will be conducted and where? If you form an LLC in New Jersey, but are doing business in Massachusetts, you’d need to register the NJ LLC as a foreign LLC in Massachusetts, too.

     • Bumping this question. If I create an LLC in OH with my parents residence, and am doing consulting for different companies who have offices in MA (though their headquarters are in different states too), would I be paying the OH start up fee and then what are the foreign LLC fees? Does that mean $520 launch fee to MA and $520 annual fee to MA too?

10. Do I need to list all the members when filing Certificate of Organization with MA under section 7 (The name and business address of the person(s) in addition to the manager(s), authorized to execute documents to be filed with the Corporations Division,….).
    Can I specify just a few names in Certificate of Organization and remaining member names in operating agreement?

    • Hi Chris, we recommend double-checking on this with the SOS and/or an attorney. You can reference section 12 (#6). It states “at least one such person shall be named if there are no managers“. Hope that helps.

11. Hello Matt,
    First I like to appreciate you for the great content and advise you are putting out. I have 2 questions.

    1. Would you advise using a service like Legalzoom to setup your LLC? Are there advantages/disadvantages to it as opposed to doing it yourself or using a CPA?

    2. I plan on setting up a multiple-member LLC with DBAs. Members of the LLC will be myself and wife. The LLC will be like the holding company while the DBAs will be myself and wife’s Start-up businesses. We will be equal partners, but run our separate start-up businesses as DBAs under this one entity. We will also file taxes together. What are your thoughts on this kind of setup? Are there advantages from a tax savings standpoint or other advantages, or will you advise otherwise? Will forming an LLC with subsidiary LLCs for our startup businesses be a better idea?

    I know these are actually multiple questions under the 2 Main questions. Please your candid advise will be appreciated. Let me know if you need further clarification(s)

    Thanks
    Matt

    • Hi Matt, thank you!

      1. If you’re leaning the route of using a filing service, I think Northwest Registered Agent is the best. Other services have far too many upsells and many also sell your information to 3rd parties. If you want to take it a step further, hiring an attorney (instead of a CPA) will likely have more hand-holding, someone to ask questions, and possibly a more customized Operating Agreement (although that’s not always the case). Attorneys will cost you more than a filing service.

      2. Regardless of how many DBAs an LLC has, it’s all just one entity; the LLC, so taxes would all be grouped together in your Partnership Return and your personal 1040 (depending on how you two file). For the detailed pros and cons, you’d have to run that by an accountant. One downside would be your books and records could get quite messy. It sounds like you both have a different business. Maybe consider that each of you form your own LLC. Keep things separated so as the businesses grow, it doesn’t get disorganized. While yes, you could form an LLC and then have that LLC own 2 separate LLCs, you may not need to go that route. To get further into details on the pros/cons of LLC owning 2 LLCs vs. you each having your own LLC, you’d have to run that by an attorney. Thanks for your understanding and hope that helps!

12. Hi, Matt!

    Complicated question… I’m an aspiring writer/artist working both in New York and Boston and like many creatives, I sign my work using a pen name. Recently, I’ve been considering registering an LLC under a separate business name, but would still like to operate under my pen name as well. Can I file a dual DBA? For example, doing business as and then doing business as The reason for my wanting to register in this manner is that say I have a business called A Writer’s Right that offers consultation to writers on journalism, ethics etc., but I also sell watercolor paintings, which I sign as Flower Childe. Could I then file one set of tax returns for Flower Childe as the Owner/Managing Member of A Writer’s Right LLC?

    • Hi Stephanie! I don’t fully follow what you’re trying to do, but let me know if this helps: First, taxes are filed under your real name, not your pen name. Second, if an LLC has multiple DBAs, taxes “flow” to the LLC (the DBAs don’t file taxes). In your example, I’m not sure if you’re referring to a DBA owned by you (a Sole Proprietorship) or a DBA owned by an LLC. You also mention “dual DBA”. I’m not sure what this means. If this is an LLC with 2 DBAs, totally okay. If this is an LLC with a DBA and then that DBA has another DBA… that won’t work. A DBA is a “nickname” for a natural person (like you and I) or a legal person (like an LLC or Corporation). A DBA can’t have a DBA. Let me know if you have any followup questions. Hope that helps.

      • Thanks, Matt.
        I apologize for the confusion. my intent was to file a DBA in lieu of a legal name change for my artistic ventures and then an LLC for my “real job.” However, if I understand you correctly, what I would actually be doing is registering an LLC with one DBA as my pen name and the other as my company name. Is this correct?

        • Hey Stephanie, all good. I know it’s important to you and you’re trying to get to the bottom of it. I looked over your question again, and your original one, and I’m still not sure. If you use a DBA in a contract, it would show the entity name (your LLC). It sounds like you’re mostly aiming for privacy. It might be a good to have a sit down with an attorney (or a few) to see if you can figure out the best way to go about it. It’s challenging to understand just via writing. Thanks for your understanding.

13. Hi Matt,

    I filed the LLC in Jan 2017 and thought it will be for 2 years so I didn’t pay for 2018. What should I do now? Please advice.

    Thank you

    Suwanna

    • Hi Suwanna, call the Secretary of the Commonwealth and check the total amount outstanding. You’ll likely just need to pay and file your 2017 and 2018 Massachusetts LLC Annual Report. Hope that helps.

14. Hi Matt,

    Great material here, thank you! I’d like to ask you two questions:

    Can I incorporate an LLC company in Delaware to drive for Uber and Lyft in Massachusetts?

    Will I have any problem related to tax or because I will be “operating” in Massachusetts?

    Thanks,

    Cris

    • Hey Cris, if you form an LLC in Delaware, you’d have to register that LLC in Massachusetts as a Foreign LLC in order to have authority to operate. You wouldn’t have a tax “problem” per se, however, taxes are paid where the money is made, so you’d still be filing and paying taxes in Mass. I also recommend reading what is a foreign LLC. Hope that helps!

15. Matt,
    Thank you again for everything. I did my PLLC by myself following your advice and hence I saved around 2k from the lawyer. its how much they charge in here. A little tricky coz I have to go to my Boards since its a PLLC, but, I did it. I appreciate everything you do. one quick question, the articles organization is for the company to keep, correct? Thanks so much

    • Hey Noli, glad to hear you were able to get your PLLC successfully filed! Thanks for the kind words :) I’m not sure what you mean by “the Articles of Organization is for the company to keep”. Can you rephrase that question with some more details/context? Thanks!

16. Hi Matt,
    I just submitted my LLC application to the SOS in MA last week. How long will it take for them to approve it or deny? And where will I be able to check it if it was approve? Also , after its approved, do I need to file the operating agreement to the MA. Sec of State as well.? Thank you so much! Also, I just want to let you know, I used you LLC guide to do the application myself. Thank you again Matt for all the things you do here !

    • Hi Noli, you’re very welcome! Glad to hear you were able to get everything filed correctly for your Massachusetts LLC :) For both LLC filing methods (online filing and mail filing), the Massachusetts Secretary of the Commonwealth’s Office will review and process your filing within 24 to 36 hours. Unlike most states which usually mail an approval or rejection letter, Massachusetts does not. Instead, you’ll need to wait 24-36 hours and then search your LLC name in in the Corporation Division Database. Find your LLC in the results, then click on your LLC name. Then scroll down to the “View filings for this business entity” section. Click “Certificate of Organization” once and then click the “View Filings” button to view your PDF download link. Hope that helps!

      • Thank you so much Matt!! Much appreciation!

        • You’re very welcome Noli!

17. Hi Mat,

    Thanks so much for the very useful resource. I want to change the address for my LLC that i just formed in MA. Can you please let me know the process?

    thanks
    Ashwini

    • Hi Ashwini, you’re very welcome! Which address(es) are you referring to? Depending on which one, there are few different ways to change (“amend”) them.

18. I live in MA
    Planning to purchase a condo that I’ll use sometimes and rent out other times.. in FL.
    Have a still active building construction business in MA with an LLC name that got involuntarily dissolved ~5 years ago due to forgetting to pay the annual fees..
    I also purchased a rental property ~ 7 years ago in MA using that now dissolved LLC name..which I still own..

    Question is:
    Should I, can I ?, re-instate the MA LLC, (needing to pay 2500+ ? of back annual fees.. and purchase the FL condo with that name, or should I form form a new LLC in FL to purchase the FL. Condo… and let the MA LLC remain dissolved until such time as I decide to sell the MA Property? At which time I’d have to re-activate it for the transaction..

    Or should I do something entirely different.?

    Thank you

    • Hey Chris, since you’ll technically be doing business in Florida with the new rental, it’s best to form the LLC in Florida and then purchase the condo with the Florida LLC. When you do decide to reinstate your Massachusetts LLC, you’ll need to file all outstanding Annual Reports as well as the Application for Reinstatement Following Administrative Dissolution. Sorry that Massachusetts is so expensive man. On a positive note, the Florida filing fees are much cheaper than Massachusetts ($125 vs. $500), as well as their Annual Report ($139 vs. $500). Hope that helps!

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