LLC formation
Massachusetts LLC Formation: File Your Certificate of Organization
A Massachusetts LLC exists once the Corporations Division files its Certificate of Organization, or on a later effective date you choose. The state fee is $500. The certificate must name the company, its Massachusetts office, a resident agent who consents, any managers, the people authorized to sign filings, and the general character of the business (c. 156C, § 12). We file it for $149, $299 or $399 plus the $500.
Massachusetts fees re-checked against the Massachusetts General Laws and the Corporations Division Filing Fees page: November 11, 2026
Heads up: we are an independent company that prepares and submits Massachusetts filings for owners. We are not the Secretary of the Commonwealth or its Corporations Division, and we do not give legal advice. Every state charge passes through at the exact amount billed, shown separately from our service fee.
- Filed with the Massachusetts Corporations Division
- We track your Massachusetts annual report
- Cited to M.G.L. chapters 156C and 156D
- Talk to a filer: (386) 465-3937
Massachusetts LLC Formation: File Your Certificate of Organization: the Massachusetts specifics
What the certificate must say
Federal employer number if known, the LLC name, the address of its office in Massachusetts, the general character of the business, the resident agent's name and address with written consent, the managers if any, and anyone authorized to execute documents filed with the Division, plus anyone authorized to sign recordable real estate documents if you choose (c. 156C, § 12).
Check it: M.G.L. c. 156C, § 12Name endings (c. 156C, § 3)
The name must contain "limited liability company" or "limited company", or L.L.C., L.C., LLC or LC. It may not be the same as, or deceptively similar to, another company organized, registered or reserved in Massachusetts unless that company consents in writing.
Check it: M.G.L. c. 156C, § 3Members manage unless you say otherwise
Management is vested in the members by default (c. 156C, § 24). If you want managers, name them in the certificate and set out their authority in the operating agreement.
Check it: M.G.L. c. 156C, § 24Optional corporate kit ($79)
A Massachusetts LLC or corporation keeps its liability shield only while it behaves like a separate company. The LLC Act lists the records an LLC must keep at its Massachusetts office: a current list of members and managers, the certificate of organization and amendments, three years of tax returns and financial statements, and any written operating agreement (M.G.L. c. 156C, § 9). A kit with an embosser seal, membership or stock certificates and a binder gives those records one home. A kit is not a guarantee of liability protection and not legal advice.
Check it: M.G.L. c. 156C, § 9Annual report: three different calendars
An LLC files a $500 annual report on or before the anniversary date of its original certificate of organization (c. 156C, § 12). A business corporation files within two and a half months after its fiscal year ends, so March 15 for a calendar year, for $100 online, $125 on paper or $150 if late (c. 156D, § 16.22). A nonprofit under chapter 180 files a $15 report by November 1.
Check it: Massachusetts Secretary of the Commonwealth, Corporations DivisionFilling in the Massachusetts Certificate of Organization
The certificate asks for more than many states do. Besides the name and the Massachusetts office address, it needs the general character of the business, the resident agent with a signed consent, the names and business addresses of any managers, and the people authorized to sign documents filed with the Division (c. 156C, § 12). You can also name people authorized to sign recordable real estate documents, which saves time at a closing later.
The office address is the LLC's office in Massachusetts, not necessarily where the owners live. A coworking address works as long as records can be kept there.
Source: malegislature.gov
Getting the name through on the first try
The name has to include limited liability company, limited company, L.L.C., L.C., LLC or LC, and it may not be the same as, or deceptively similar to, a name already organized, registered or reserved in Massachusetts unless that company consents in writing (c. 156C, § 3). A $30 reservation holds a name while you finish planning. If someone already uses a close variation as a trade name at the town level, that does not block your filing, but it can create a trademark dispute later.
A business certificate at the city or town clerk is different from a reservation. It lets the LLC trade under a brand; it does not stop anyone else from forming with that name.
Source: malegislature.gov
After the certificate comes back
Get the EIN in the exact name on the certificate, sign the operating agreement, record each member's contribution, and keep the records chapter 156C, § 9 lists at the Massachusetts office: member and manager list, certificate and amendments, three years of tax returns and financial statements, and the written operating agreement.
If you sell taxable goods or hire, register with the Department of Revenue. Massachusetts sales tax is a flat 6.25 percent statewide (c. 64H, § 2), so there are no local rate tables to track.
Source: malegislature.gov
Massachusetts LLC Formation: File Your Certificate of Organization: questions
On or before the first anniversary of the date the certificate was filed. An LLC filed on April 17, 2026 owes its first $500 report by April 17, 2027.
Check it: Massachusetts Secretary of the Commonwealth, Corporations DivisionYes. A single-member LLC is allowed, and it is taxed like a sole proprietorship unless it elects otherwise with the IRS.
Check it: M.G.L. c. 156C, § 12The statute does not make you file one, but the LLC must keep any written operating agreement at its office with its other records (c. 156C, § 9). Banks and partners usually ask for it.
Check it: M.G.L. c. 156C, § 9Yes. Corp USA prepares and submits your Massachusetts filing with the Corporations Division for you. The official state fee is passed through at cost, with our service fee shown separately at checkout, so you never have to work through the state's filing system yourself.
Check it: Massachusetts Secretary of the Commonwealth, Corporations DivisionReady when you are, Massachusetts.
Heads up: we are an independent company that prepares and submits Massachusetts filings for owners. We are not the Secretary of the Commonwealth or its Corporations Division, and we do not give legal advice. Every state charge passes through at the exact amount billed, shown separately from our service fee.