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LLC Formation in Massachusetts

Each state has its own unique set of rules for forming an LLC (Limited Liability Company) and Massachusetts is no different. Understanding the requirements will help you decide if you want to form your LLC in Massachusetts.

Naming your MA LLC

In Massachusetts, the name of an LLC must contain the words "Limited Liability Company" or "Limited Company" or the initials "LC," "LLC," or "L.L.C." Symbols cannot be used in a company name. Massachusetts prohibits the use of the same or a deceptively similar name as the name of any corporation, limited partnership or limited liability company organized or registered to do business in the state, including names that have been reserved—unless you have obtained permission to use that name.

Member/Manager information

The following are the Massachusetts requirements for the members/managers of LLCs:

  • Minimum number. LLCs must have at least one member.
  • Residence requirements. Massachusetts does not have a provision specifying where members/managers must reside.
  • Age requirements. Members/managers must be at least 18 years old.
  • Inclusion in the Articles of Organization. If manager-managed, the managers’ names and addresses must be listed in the Certificate of Organization.

Information for the Certificate of Organization

You form an LLC in Massachusetts by filing a Certificate of Organization and paying the required filing fee. The information required in the formation document varies by state. Massachusetts requires:

  • Your federal employer identification number, if available. (In most cases, you will not have your number when you initially form your LLC. If you do not have one, CT can help you obtain one as part of the formation process.)
  • Your LLC’s name
  • The office where your records will be kept in Massachusetts. (This must be a street address--not a post office box.)
  • A statement of the general purpose of the business. (Special rules apply for Professional Limited Liability Companies.)
  • The intended duration of the LLC. (In most cases, this is perpetual, but you may provide for a specific dissolution date.)
  • Your Registered Agent's name and address.
  • Your Registered Agent's consent to serve as agent--either on the Articles or attached to them
  • The name and business address of each manager, if any. If there are no managers, then the name and address of at least one person who is authorized to execute Corporations Division documents.

Registered Agent

You must provide the name and address your Registered Agent on the Certificate of Organization. The Registered Agent must also consent to the appointment, either by signing the Certificate of Organization or a document that is attached to the Certificate of Organization. The agent’s address must be a physical address in Massachusetts; a post office box won’t do. Your agent must be available during normal business hours to accept important legal and tax documents for the business.

Professional services businesses

Massachusetts allows professionals, such as accountants, attorneys, and physicians, to form a professional limited liability company (PLLC). Only licensed professionals can be members of a PLLC.

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