1. Choose a business name for the LLC and check for availability.
- Please see our section on choosing and checking the availability of a name for your small business, as well as our section on the trademark law aspects of choosing a name.
- Massachusetts law requires that an LLC name contain the words “limited liability company,” “limited company,” or the abbreviation “L.L.C.,” “L.C.,” “LLC,” or “LC”.
- Your business name may not be the same as, or deceptively similar to, the name of any foreign or domestic limited partnership, corporation, or LLC on file with the Secretary of the Commonwealth.
- Although you are not required to do so, consider registering your business name as a federal and/or state trademark.
2. Prepare and file a certificate of organization with the Secretary of the Commonwealth.
- The filing fee is $500. There are no pre-printed forms for an LLC certificate on the Secretary of the Commonwealth, Corporations Division website, but official guidelines are available. You can file your certificate using the online filing system of the Secretary of the Commonwealth. For general information on the certificates of organization (usually called "articles of organization"), see the Articles of Organization page.
3. Negotiate and execute an operating agreement.
- Massachusetts does not require an operating agreement in order to form an LLC, but executing one is highly advisable. There is no set criteria for the content of an operating agreement, but it typically includes topics such as how meetings are conducted, how the company will be managed, what capital contributions are required from each member, and how profits and losses will be allocated. The operating agreement does not need to be filed with the state. Please see the Operating Agreement page for details.
4. Obtain any required local licenses.
- See the general section on forming a LLC for details.
5. Determine what tax and other obligations the LLC has, and take care of any necessary registrations.
- Request an Employer Identification Number (EIN) from the IRS. This can be done via its online application. There is no filing fee.
- If you have an employee or employees in Massachusetts, you will need to register for Massachusetts withholding-payroll taxes using the Massachusetts Department of Revenue business registration page. If you have questions about business taxes, the Massachusetts Department of Revenue has many publications that should be able to answer your questions. The Guide to Employer Tax Obligations is especially useful.
- Whenever you hire an employee in Massachusetts, you must inform both the IRS and the Commonwealth of Massachusetts. You can find details of all the necessary steps, including verifying work eligibility and withholding allowances, on the Hiring Employees section of the IRS website. You can find state-level information on reporting new hires at the Massachusetts New Hire Reporting Center website.
- If you have employees in Massachusetts, you must carry workers' compensation insurance. The Department of Industrial Accidents administers this program.
- As a business owner or employer, there may be other informational returns that you have to file annually or semi-annually with the IRS. For more information, take a look at the IRS Guide To Information Returns.
6. Open a bank account for your business.
- It is a good idea to keep your business's finances separate from your personal accounts. A good way to do this early on is by opening a bank account for your business. You will probably need a Tax ID number (EIN), a copy of the certificate of organization, and a resolution identifying authorized signers if those names are not listed in the certificate. Here is one example of the documentation that banks ask for.
- Massachusetts LLCs must file an Annual Report with the Secretary of the Commonwealth every year after the date of formation. The filing fee is $500, and you can file the form using the online filing system of the Secretary of the Commonwealth. There is no pre-printed form available, but according to the official guidelines the information required is the same as that included in the certificate of organization.
- Massachusetts requires certain documents to be kept at an LLC's principal place of business. A list of the required documents is located in Mass. Gen. Laws ch. 156C, § 9.