Massachusetts Filing Forms

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Massachusetts LLC
Certificate of Organization Instructions

How to form an LLC in Massachusetts
This Quick Start Guide is a brief overview of how to form an LLC in Massachusetts.

Detailed Lessons:

 

Massachusetts LLC costs:
LLC formation cost: $500 by mail or $520 online (one-time fee)
Annual report: $500 by mail or $520 online (every year)

Need help?
Hire a company to form your Massachusetts LLC:
Northwest ($39 + state fee) or LegalZoom ($149 + state fee)

(check out Northwest vs LegalZoom)

In this lesson, we will walk you through filing your Certificate of Organization with the state. This is the document that officially forms your Massachusetts LLC.

Massachusetts LLC Secretary of the Commonwealth Corporations Division

(Massachusetts Secretary of the Commonwealth, Corporations Division Building)

You can file your Massachusetts Certificate of Organization by mail or online.

If you file by mail, the filing fee is $500.

If you file online, the filing fee is $520 (there is an automatic $20 fee on top of the $500 filing fee).

Note: The “LLC filing fee” (the fee to create a Massachusetts LLC) is the same thing as the “Certificate of Organization fee”. The Certificate of Organization is the document, that once approved by the Secretary of State’s office, creates your Massachusetts LLC.

Regardless of how you file your Certificate of Organization, the state will process and approve your LLC within 24-36 hours.

You will find instructions below for both filing by mail and filing online. Since the approval times are the same and the filing fees are nearly identical, we recommend you choose the filing method you are most comfortable with.

Note: Before proceeding with this lesson, make sure you have searched your LLC name and selected your LLC’s Massachusetts Resident Agent.

Need to save time? Hire a professional to form your LLC in Massachusetts:
Northwest ($39 + state fee) or LegalZoom ($149 + state fee)

(check out Northwest vs LegalZoom)

Instructions for Filing Massachusetts Certificate of Organization by Mail

Download Certificate of Organization (Form D):
http://www.sec.state.ma.us/cor/corpdf/c156c512dllccert.pdf

Note: Fill the form out on your computer or by hand (using a blue or black pen). Print it on regular white paper (8.5” x 11”).

Federal Identification No.
You shouldn’t have a Federal Tax ID Number (EIN) yet. The state doesn’t even look at this line if you fill something in (they just haven’t updated their forms yet). Please leave this line blank.

1. Name of your LLC
Enter your LLC name exactly as you would like it, including your preferred capitalization, as well as the designator “LLC” or “L.L.C.” (the abbreviation “LLC” is the most common).

You can use a comma in your Massachusetts LLC name or you can leave it out. Ex: “ABC Widgets, LLC” and “ABC Widgets LLC” are both acceptable.

2. Street Address
Enter your LLC’s street address. This address can be your home address, an office address, or the address of your Resident Agent.

3. General Character of your Business
Enter the purpose of your business. It doesn’t have to be extremely specific (unless you want it to be), and you are not going to be forced to do this forever. You can change the purpose of your business as it grows.

You can enter just a few words (ex: “pizza shop”, “real estate investing”, “landscaping”, etc.) or a few sentences. If you prefer things to be more open-ended, you can add a ‘general use’ sentence after your existing description.

For example:
“Real estate investing and any lawful business for which a limited liability company may be organized under the laws of the Commonwealth of Massachusetts.”

Note: You cannot only have the ‘general use’ sentence. The state will reject your filing. You must list some detail about what your LLC will do.

4. Dissolution
In this section, you need to let the Massachusetts Secretary of the Commonwealth know about the duration of your LLC (how long it will remain in existence).

If you prefer for your LLC to be “open-ended” with no set closure date, leave #4 blank.

Most people leave #4 blank as this gives them the freedom to close their LLC at any time in the future (by filing dissolution paperwork).

If you prefer for your LLC to be automatically shut down on a specific date in the future, enter that specific date here.

5. Name and Street Address of Resident Agent
Enter the exact name of your Resident Agent in the first box and their street address in the second box (PO boxes are not allowed).

If your Resident Agent is an individual, they must be a resident of Massachusetts. If your Resident Agent is a company, they need to be authorized to do business in the state.

Note: if you’re not sure who can serve as your Massachusetts LLC’s Resident Agent, please refer to this lesson: Massachusetts Resident Agent.

6. Name and Address of Managers (if your LLC is Manager-Managed)
If your LLC is manager-managed, enter the name and address of the manager(s).

If your LLC is member-managed, you can leave this section blank.

Note: Most LLCs are member-managed, where all the owners run the business and day-to-day operations. An LLC can also be manager-managed, where one, or a few designated people, run the business and day-to-day operations (while the members play more of a passive/investor role).

To learn more about member-managed LLCs vs. manager-managed LLCs, read this short article.

7. Name and Address of Authorized Signer(s) (if your LLC is Member-Managed)
If your LLC is member-managed, enter the name and address of each person authorized to sign documents on behalf of the LLC. This will most likely be you and any additional members.

If your LLC is manager-managed, you can leave this section blank, or enter any additional authorized signer’s name and address (in addition to those listed in #6).

8. Name and Address of Authorized Signer(s) (for Real Estate)
If your LLC is involved in real estate transactions, enter the name and address of all members/managers who are authorized to sign real estate documents.

If your LLC is not involved in real estate transactions, you can leave #8 blank.

9. Additional Matters
This section is used to add additional rules and regulations to your Massachusetts LLC. This section is not required, and will most likely not apply. If that’s the case, you can leave it blank.

Signed By
Sign your name to the right of “Signed by”.

Consent of Resident Agent
You don’t actually need your Resident Agent to sign here, but instead, just enter the exact name of your Resident Agent. The name must be an exact match to what you entered in #5.

Page 3:
Leave the top half of the page blank, but complete the 2nd half.

Page 3: Filing Fee, Today’s Date, and Effective Date
Leave this top section blank. The Secretary of State’s Office will complete this part.

Page 3: Contact Information
Enter your name, address, telephone number, and email address. The state will contact you if they have any questions about your filing.

Prepare Payment:
Prepare a check or money order for $500, made payable to “Commonwealth of Massachusetts”.

Mail Documents:
Send your completed Certificate of Organization and $500 filing fee to:

Secretary of the Commonwealth
One Ashburton Place, Room 1717
Boston, Massachusetts 02108-1512

Congratulations, your Massachusetts LLC has been mailed for processing! Now you just need to wait for approval.

Approval:
The Commonwealth of Massachusetts will process and approve your LLC in 24 to 36 hours. They will not mail anything back once your LLC is approved. You’ll need to wait 24 to 36 hours, then search your LLC here, click on your LLC name, scroll down to the “View filings for this business entity” section, click “Certificate of Organization” once, then click the “View Filings” button.

We recommend saving/printing a few copies of your Certificate of Organization (both physical and digital) and keeping them with your business records.

If your LLC is rejected for any reason, the state will mail you a letter letting you know what needs to be changed.

If you cannot find your LLC filing online, or do not receive a rejection letter within 4 business days, you can call the Massachusetts Secretary of the Commonwealth at 617-727-9640.

You’ll use your Certificate of Organization and your Federal Tax ID Number to open a business bank account for your LLC (we’ll discuss this in a later lesson).

Instructions for Filing Massachusetts Certificate of Organization Online

Get Started
Visit the Corporations Divison Online Filing System: https://corp.sec.state.ma.us/corp/loginsystem/login_form.asp?FilingMethod=I

To the right of “If you are forming a new entity…”, click the “here” link.

Then underneath “Domestic Limited Liability Company (LLC)”, click “Certificate of Organization”.

1. Name of your LLC
Enter your LLC name exactly as you would like it, including your preferred capitalization, as well as the designator “LLC” or “L.L.C.” (the abbreviation “LLC” is the most common).

You can use a comma in your Massachusetts LLC name or you can leave it out. Ex: “ABC Widgets, LLC” and “ABC Widgets LLC” are both acceptable.

(Note: There is no #2. Just 2a and 2b, which reflect the online form.)

2a. Principal Office Address
Enter your LLC’s principal office address. This can be a home address, an office address, or the address of your LLC’s Resident Agent.

2b. Address where your LLC’s Records will be Maintained
I know this sounds a bit repetitive, but a few businesses might have a different address where official records are kept. For most people though, this address will be the same thing you entered in 2a above. If that’s the case, select “Principal Office” from the drop down menu.

3. General Character of your Business
Enter the purpose of your business. It doesn’t have to be extremely specific (unless you want it to be), and you are not going to be forced to do this forever. You can change the purpose of your business as it grows.

You can enter just a few words (ex: “pizza shop”, “real estate investing”, “landscaping”, etc.) or a few sentences. If you prefer things to be more open-ended, you can add a ‘general use’ sentence after your existing description.

For example:
“Real estate investing and any lawful business for which a limited liability company may be organized under the laws of the Commonwealth of Massachusetts.”

Note: You cannot only have the ‘general use’ sentence. The state will reject your filing. You must list some detail about what your LLC will do.

4. Dissolution
In this section, you need to let the Massachusetts Secretary of the Commonwealth know about the duration of your LLC (how long it will remain in existence).

If you prefer for your LLC to be “open-ended” with no set closure date, leave #4 blank.

Most people leave #4 blank as this gives them the freedom to close their LLC at any time in the future (by filing dissolution paperwork).

If you prefer for your LLC to be automatically shut down on a specific date in the future, enter that specific date here.

5. Name and Street Address of Resident Agent
Enter the exact name of your Resident Agent in the first box and their street address in the second box (PO boxes are not allowed).

If your Resident Agent is an individual, they must be a resident of Massachusetts. If your Resident Agent is a company, they need to be authorized to do business in the state.

Note: if you’re not sure who can serve as your Massachusetts LLC’s Resident Agent, please refer to this lesson: Massachusetts Resident Agent.

Resident Agent Consent
To the right of “I,” enter the exact name of your Resident Agent again.

6. Name and Address of Managers (if your LLC is Manager-Managed)
If your LLC is manager-managed, enter the name and address of the manager(s) and then click “add”.

If your LLC is member-managed, you can leave this section blank.

Note: Most LLCs are member-managed, where all the owners run the business and day-to-day operations. An LLC can also be manager-managed, where one, or a few designated people, run the business and day-to-day operations (while the members play more of a passive/investor role).

To learn more about member-managed LLCs vs. manager-managed LLCs, read this short article.

7. Name and Address of Authorized Signer(s) (if your LLC is Member-Managed)
If your LLC is member-managed, enter the name and address of each person authorized to sign documents on behalf of the LLC and then click “add”. This will most likely be you and any additional members.

If your LLC is manager-managed, you can leave this section blank, or enter any additional authorized signer’s name and address (in addition to those listed in #6).

8. Name and Address of Authorized Signer(s) (for Real Estate)
If your LLC is involved in real estate transactions, enter the name and address of all members/managers who are authorized to sign real estate documents and then click “add”.

If your LLC is not involved in real estate transactions, you can leave #8 blank.

9. Additional Matters
This section is used to add additional rules and regulations to your Massachusetts LLC. This section is not required, and will most likely not apply. If that’s the case, you can leave it blank.

Specific Filing Instructions
You can leave this line blank.

Filer’s Contact Information
Enter your name in the “Contact Name” box. Leave “Business Name” blank. Enter your street address (if different than the Principal Office Address listed in 2a). If your address is the same as the Principal Office Address listed in 2a, select that same address from the drop down menu on the right.

Enter your phone number and email address.

Signature
Type your full name under the signature box, then select “Accept”, and then click “Click HERE to submit this information” button.

Summary and Review
On the next page, review the information for accuracy and check for typos. If you need to make any changes, click the “Make Corrections” button at the lower left of the page. If no changes are needed, click the “Accept” button at the lower right of the page to proceed.

Payment Method
Click the “Enter Credit Card Details” button, and then on the next page, enter your credit card information and click the “Submit” button to submit your payment to the state.

Congratulations, your Massachusetts LLC has been filed for processing! Now you just need to wait for approval.

Approval:
The Commonwealth of Massachusetts will process and approve your LLC in 24 to 36 hours. They will not email anything back once your LLC is approved. You’ll need to wait 24 to 36 hours, then search your LLC here, click on your LLC name, scroll down to the “View filings for this business entity” section, click “Certificate of Organization” once, then click the “View Filings” button.

We recommend saving/printing a few copies of your Certificate of Organization (both physical and digital) and keeping them with your business records.

If your LLC is rejected for any reason, the state will email you and let you know what needs to be changed.

If you cannot find your LLC filing online, or do not receive a rejection email within 4 business days, you can call the Massachusetts Secretary of the Commonwealth at 617-727-9640.

You’ll use your Certificate of Organization and your Federal Tax ID Number to open a business bank account for your LLC (we’ll discuss this in a later lesson).

Next Step

Once you file your LLC Certificate of Organization, and it’s approved by the Massachusetts Secretary of State, you can then proceed to the next lesson: Massachusetts LLC Operating Agreement.

Massachusetts Secretary of the Commonwealth Contact Info

If you have any questions, you can contact the Massachusetts Secretary of the Commonwealth at 617-727-9640.

Matt Horwitz
Founder & Educator, LLC University®
Forming an LLC shouldn't be so complicated. Our step-by-step guide will make the process a breeze – and no complex legal jargon! LLC University® teaches people how to form an LLC for free in all 50 states. We hope you find our free guides and resources helpful in your business journey.
Disclaimer: Nothing on this page shall be interpreted as legal or tax advice. Rules and regulations vary by location. They also change over time and are specific to your situation. Furthermore, this comment section is provided so people can share their thoughts and experience. Please consult a licensed professional if you have legal or tax questions.

9 Comments

  1. Diana June 10, 2017

    8. Name and Address of Authorized Signer(s) (for Real Estate) — Hi! I have a question on this section. If I’m purchasing a property from a different state, do I put my name and home address (different state from property) in this section? Thanks!

    reply
    • Matt Horwitz June 12, 2017

      Hi Diana, yes, in theory, this would be your address listed in #8, however, if you’re purchasing property in another state, you should be forming the LLC in the state where the property is located, since this is where you will legally be doing business. Forming an LLC in Massachusetts and then investing in real estate in another state will require you to register your Massachusetts LLC as a “Foreign LLC” in the state where the property is located (thus increasing your fees).

      reply
  2. Sheryl Howell February 1, 2018

    This article was super helpful, thank you! For the top of Page 2: Filing Fee, Today’s Date, and Effective Date – it looks like that part is to be filled out by the Secretary of State’s office, correct? That’s the only part I wasn’t clear on based on the instructions above.

    Also, just FYI, it seems that Massachusetts is one of the states that does require you to have your EIN/TIN number before you file your articles or organization.

    reply
    • Sheryl Howell February 1, 2018

      *of not or

      reply
    • Matt Horwitz February 3, 2018

      Hi Sheryl, apologies for any confusion. “Page 2” has since been fixed and changed to “Page 3”. You’ll leave the top part of page 3 blank (fee, date, effective date) – the Secretary of State Office will complete this part. Just enter your contact information in the 2nd half of page 3. Regarding the EIN, no, this is not required to be listed here. It’s best to get the EIN after your LLC is approved. We recommend leaving this blank. Hope that helps!

      reply
      • DavidL May 3, 2018

        I can understand why you need to have your LLC established before you get your. Once you have the EIN, do you have to provide an update to the State with your EIN or will they just get it when you file taxes as the LLC the following year?

        reply
        • Matt Horwitz May 16, 2018

          Hi David, you don’t have to update the Secretary of State with the LLC’s EIN (it’s not a requirement). And yes, when you file your state taxes, you’ll use the EIN with the Department of Revenue. Hope that helps.

          reply
  3. Etania September 15, 2018

    If I am a single member LLC, can I aslo leave the contribution as $1,000? Also this operating agreement is just for myself to fill out and keep correct? No parts of the operating agreement has to be filled out with the Secretary of State’s Officers?

    reply
    • Matt Horwitz October 17, 2018

      Hi Etania, yes, you can use $1,000 as the capital contribution. To be more precise, you can make your capital contribution match the amount of your initial deposit when you open/opened your LLC business bank account. And correct, the Operating Agreement is just for you to keep with your LLC’s records. You don’t send it to the Secretary of the Commonwealth. Hope that helps!

      reply

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