A Massachusetts LLC Operating Agreement is used by newly formed limited liability companies to outline the company ownership, structure, and management. The agreement defines each member’s rights and responsibilities, their capital contributions to the company, and how much ownership each member has of the company. Additionally, a unique company name will be chosen and placed on the agreement; the name must include either “Limited Liability Company,” the abbreviation “LLC,” or similar. This form is not required by the state of Massachusetts; however, completion of this document is highly advisable as it protects each member from any company debts, liabilities, and obligations.
Download: PDF, Word (.docx), OpenDocument
Download: PDF, Word (.docx), OpenDocument
- Chapter: Chapter 156C
- Definitions: Chapter 156C, Section 2
- Naming of LLCs: Chapter 156C, Section 3, Section 4
- Step 1 – Reserve the Entity Name
- Step 2 – Select a Registered Agent
- Step 3 – File a Certificate of Organization
- Step 4 – Create an Operating Agreement
- Step 5 – Obtain an EIN
- Step 6 – File Annual Reports
Step 1 – Reserve the Entity’s Name
The name of each LLC must be unique, and cannot be the same as nor too similar to the name of any other corporation or LLC in the commonwealth unless explicit consent is given. The Secretary of the Commonwealth of Massachusetts Business Entity Search may be used to verify the availability of names.
As stated in Chapter 156C, Section 3, “Limited Liability Company,” “Limited Company,” or the abbreviation “L.L.C.,” “L.C.,” “LLC,” or “LC,” must be included in the chosen entity name.
When the name has been chosen, it must be reserved by delivering the following to the Secretary of the Commonwealth:
- Complete the Application of Reservation of Name Form
- Cost: $30.00 filing fee.
- Mail to: One Ashburton Place, Room 1717, Boston, Massachusetts 02108-1512
In Massachusetts, every LLC must appoint a registered agent for service of process on behalf of the company. The registered agent may be an individual who resides in the state, a domestic or foreign corporation that is legally allowed to do business and has a mailing address in Massachusetts
Filing a certificate of organization is not legally required by the state; however, if one is not established then governance will fall to state law for LLCs, which may not be preferable for the company. Filing a certificate of organization gives the company more power to govern itself internally.
Method 1 – Online
Go to the Corporation Online Filing System, fill out the form, and click the submit button when complete. Foreign companies cannot use this method.
- Cost: $520
Method 2 – Mail
To file by mail, print out the LLC Certificate of Organization, fill out the information, sign the document, and send it to:
- Secretary of the Commonwealth, One Ashburton Place, Room 1717, Boston, Massachusetts 02108-1512.
- Cost: $500
Print and fill out the Foreign Limited Partner Application For Registration, it must be signed and sworn to by a general partner of the company. The completed form may be delivered in the following manners:
- Delivered in-person or mailed to: Secretary of the Commonwealth, One Ashburton Place – Room 1717, Boston, Massachusetts 02108-1512
- File via fax by following the Fax Filing instructions on the Secretary of the Commonwealth website.
The cost to file the Foreign Limited Partner Application is $500, an additional $20 will be required if filed by fax.
Foreign applications require a Certificate of Existence or a Certificate of Good Standing issued by an authorized officer or agency. A general partner’s statement listing the information required by M.G.L. Chapter 109, s.49 (1)-(7) is also required.
Although not legally required in Massachusetts, completing one will improve the company’s organization, how it will run, and clearly define its members’ obligations.
- Single-Member Operating Agreement
- Multi-Member Operating Agreement
If the LLC has only a single member, but it has employees, then an Employee Identification Number (EIN) must be obtained. If the LLC has two (2) or more members, an EIN is required as well even if the LLC has no employees.
Every LLC, domestic and foreign, must file an annual report containing all information included in the certificate of organization, it must be filed on or before the date the original certificate was filed.
The filing fee is $500, and the report can be filed online or by mail:
Filing Options: Online (D0mestic Only) or by mail