There are some unique LLC (Limited Liability Companies) formation requirements in Massachusetts. Applicants must register with the Corporations Division of the Secretary of the Commonwealth (“Corporations Division” or “Secretary’s Office”), which includes the filing of necessary forms, paying application fees and meeting all naming and formation requirements.
To begin with, those seeking to file with the Corporations Division are required to file a Certificate of Organization, which must include all of the following information: Federal Employer Identification Number (“EIN”); LLC’s Name and Address; General Character of the Business; Date of Any Previous Dissolution (if Applicable); Duration, if the LLC is Expected to Last For a Definite Period; Registered Agent; Member’s or Manger’s Names, Addresses and Signatures; Signature of at Least One Authorized Signatory, LLC Contact Phone Number, Email and Address. All of these documents must be filed in duplicate and be accompanied by the required filing fee.
The filing fee for the Certificate of Organization can be found on the Corporations Division website (they do change and can vary), but usually runs about $500 and must be paid when the filing documents are submitted to the Secretary’s Office. Massachusetts has an online filing system, or one can deliver by first class mail. The timeline for processing the filing is between three to five business days, but that does not include mailing time. Expedited processing is an option, but there’s additional fee that can run you up to 4.5% of the total filing fee paid.
LLC naming requirements can be less than straightforward. The easiest way to make sure your LLC name will be approved is to ensure that it is distinguishable from other LLCs and includes specific words required of LLCs. Massachusetts is going more digital, thankfully, so interested applicants floating potential LLC names can check it against a name reservation database and the Secretary Office’s Corporate Database.
An LLC with more than one member should really consider creating a comprehensive limited liability Operating Agreement, or else you and your new company are subject to the Commonwealth’s Statutory LLC Law – which will never be as favorable or preferable to customizing your own set of business operating ground rules. It is important to seek an attorney’s guidance in drafting an Operating Agreement so that your agreement will be legally enforceable, if needed. We’ve certainly seen it save quite a business head-ache down the road.