Guide to Starting a Massachusetts LLC

Step 1: Name your Massachusetts LLC

Choose a name for your LLC. Massachusetts has some rules for naming an LLC, so it’s important that you do some research to ensure that the name you want follows them. You’ll also want a name that’s catchy, will perfectly translate what your business is about, and be memorable. We have an article that can help you come up with a great business name.

Naming Requirements for Massachusetts LLCs

Although Massachusetts doesn’t have a long list of naming rules for LLCs, consider each carefully anyway. According to Part I – Title XXII – Chapter 156C – Section 3 (Name of a Limited Liability Company) of Massachusetts’ General Laws, an LLC’s name:

• Cannot be identical or “deceptively similar” to the name of any other LLC, corporation, or limited partnership that’s already organized or reserved with the state. This also includes names licensed or registered under a foreign LLC, foreign corporation, or foreign partnership.
• Can contain the name of a manager or member of the LLC.
• Must contain one of the following “designators” indicating that it’s an LLC:
  • Limited Liability Company
  • Limited Company
  • L.L.C.
  • LLC
  • L.C.
  • LC

During this process, you can check if the business name you want is available by using the entity search tool found on the Massachusetts Secretary of the Commonwealth’s website. You can also consult our Massachusetts business search page for more information.

Reserving a Massachusetts Business Name

If the name you want is available and meets the state’s rules, then you may want to consider reserving it until you get your LLC paperwork together. The Massachusetts Corporations Division has a form titled “Application of Reservation of Name” that you can fill out and file for a fee.

The reservation is good for 60 days. You have the option to renew it for another 60 days for an additional filing fee. 

Getting a Domain Name

Unless you plan on running a strictly online business, getting a domain name may seem like something you’d rather skip. But in the digital age where everyone has access to the Internet, people looking for goods and services like yours will most definitely take to Google or another search engine to find what they need.

A domain name will provide a space for your business website, and that means an additional source of marketability. People will also find it easier to locate your business’s information (address, phone number, hours of operation, etc.). It can also allow people to do business with you online. It’s best to get a domain name that’s identical or very close to your LLC’s name. That way, people will find you more easily.

If the domain name for the business name you want isn’t available, then you can try your second option for a business name. If a matching domain name for that one is available, you can move forward.

Is your Massachusetts LLC name available as a domain name?

As you explore potential names for your LLC, you can also check to see if it has a matching domain name. This makes it easier for people to search for you. If the business name you want doesn’t have a matching domain name, then maybe you should consider another business name.

You can’t have a website without a domain name. A website can help people find your business online and help you make sales and market the LLC online. You may also want to check to see if social media handles matching your business’s name are available.

If you’re ready to register a domain name, we can do that for you. You can also add domain name privacy, create a business website, and get a business email address.

Federal and State Trademarks

It’s wise to perform a trademark search on your LLC’s name to make sure it doesn’t have one. You’ll want to do this because the state won’t when you submit your formation documents. It’d be unfortunate to get a trademark infringement notice because the name you chose for your LLC had a trademark.

You can check in a couple of ways. First, you can do so on a national level by going to the U.S. Patent and Trademark Office (USPTO) website. If you’d like, you can apply for a trademark there.

To check at the state level, go to the Massachusetts Corporations Division website. There, you’ll find a trademark database that allows you to search by the trademark/service mark, the registrant, the mark’s description, and more. You can also apply for a state trademark by filling out a Trademark/Service Mark Application form on the Corporations Division website for a fee. The trademark is good for five years.

In addition to checking these databases, it’s wise to do an internet search for your business name, including checking domain names, social media sites, and online phone directories. You can also hire an attorney specializing in trademarks to perform a search for you, although this method may be a bit pricey.

Getting a DBA Name in Massachusetts

If your business plans to operate under any name other than its legal one, then you’ll need to file a  “doing business as” (DBA) name at the local level. This is also known as a trade name, fictitious name, or assumed name. Reach out to your city clerk for more information on the prices and requirements of registering a DBA name for your LLC. Check out some additional information about Massachusetts DBA names.

Step 2: Appoint a resident agent in Massachusetts

Name a resident agent. Massachusetts requires all LLCs to have a resident agent. You’ll name this agent in your Certificate of Organization. This person or entity must be available at their physical address during normal business hours. This person or entity must also give consent to being the LLC’s resident agent in the Certificate of Organization.

What is a resident agent?

This person or entity is responsible for receiving legal notices (such as subpoenas) and certain official government correspondence on behalf of your business. This title is also known as a registered agent, statutory agent, and agent for service of process in other states.

Who can be a resident agent for your Massachusetts LLC?

The state has rules for who can serve as a resident agent. The agent must be:

• An individual who is at least 18 years old and a resident of Massachusetts, or:
• A domestic business entity or foreign business entity that’s authorized to operate in Massachusetts can serve as the resident agent.
• This person or entity must have a physical street address in the state, known as a “resident address.” P.O. boxes are not allowed.

What if a process server can’t find my Massachusetts resident agent?

First, you must name a resident agent for your LLC in your Certificate of Organization; otherwise, the state will reject the form. If you have a resident agent in place and then lose them later on (due to them moving, for example), then you’ll need to appoint a new one by filing a “Statement of Change of Resident Agent/Office” by mail or online with the Massachusetts Corporations Division.

If you don’t appoint one or if a process server attempts to serve a lawsuit and can’t find your resident agent, then your business runs the risk of falling out of compliance and risking your limited liability protection. You can also face the possibility of a lawsuit moving forward without your knowledge.

Can I be my LLC’s resident agent?

There are no laws forbidding an LLC owner from being their company’s resident agent. As long as you meet the requirements set by the state, you can list yourself as this agent. Whether you should is something entirely different, however.

Remember that a resident agent needs to be at their resident address during normal business hours. This can make it very difficult to leave the office to run errands, meet clients, or go on vacation. Also, if your business is ever sued, having papers served to you in person can make you (and your business) look bad in front of potential customers.

Using Resident Agent Services

If you’ve Googled “registered agent service” and didn’t find anything helpful, then know that using a trusted resident agent service like ours offers many benefits, a few being:

• Consistent availability during normal business hours
• Offering discretion by receiving important legal documents on your behalf
• Alerting you when you’ve received any documents

With our professional service, you also won’t have to worry about your resident agent retiring or leaving their position.

ZenBusiness can provide your Massachusetts resident agent

As mentioned above, our Massachusetts resident agent service offers many benefits. As soon as you sign up and have an agent assigned to your LLC, you won’t have to worry about losing them and risk falling out of compliance with the state.

On top of the perks we went over earlier, when you receive any important documents, our service helps ensure that you’ll be swiftly informed while keeping them organized in your online dashboard. Here, you can view, download, and print these forms whenever you want. You can avoid having to dig through piles of papers desperately trying to find important documents. You also don’t have to worry about losing these documents, either.

Step 3: File Massachusetts Certificate of Organization

Complete and file your Massachusetts Certificate of Organization with the Corporations Division. This formation document is also referred to as the Certificate of Registration and Articles of Organization by the Secretary of the Commonwealth. It needs to be carefully filled out and reviewed. Once the state approves it, your LLC is officially recognized as a legal business entity.

If you’d rather have us file for you, then look into our business formation plans so that you can avoid any mistakes in your formation documents. But let’s go over a few things that you should know/do before submitting your Certificate of Organization if you’d rather do it yourself.

Information Needed for Your Certificate of Organization

If you’re wondering what exactly you’ll need to include in your Certificate of Organization to ensure the state approves it, then read on. The information you’ll need to include is as follows:

• The LLC’s exact name
• The LLC’s street address
• A general description of the business the LLC will conduct
• The name, street address, and signature of the resident agent
• The names and street addresses of each manager, if any
• The LLC’s effective date

Additional information may vary depending on your situation, so be sure to fill the Certificate out as best as you can.

Member-Managed or Manager-Managed?

You’ll need to choose a management structure for your LLC. Massachusetts allows for LLCs to be member-managed or manager-managed. According to Massachusetts General Laws, Part I, Title XXII, Chapter 156C, Section 24, “Unless otherwise provided in the operating agreement, the management of a limited liability company shall be vested in its members.” As we went over earlier, you’ll first list the managers’ names in the Certificate of Organization. 

Most LLCs with a single member or a few members prefer to manage the company themselves. In this manner, the members will run the business and make decisions for it. Other LLCs prefer a manager-managed structure. In this manner, one or more of the members of the LLC will make management decisions. The members can also hire someone outside of the company to be the manager.

Filing Your Certificate of Organization

You can file your Massachusetts Certificate of Organization electronically or print it if you plan to fax, mail, or hand-deliver the form. If you’re going to file online, then you’ll need to go to the Secretary of the Commonwealth’s Corporations Online Filing System. On the system’s homepage, click the option to form a new entity, choose the Certificate of Organization, and go from there.

To file by fax, mail, or in person, go to the Secretary’s “Filing Methods” page, choose your option, print it, and fill out the Certificate of Organization. As of this writing, the filing fee is $520.

Expedited Services

Massachusetts allows for expediting services when filing your Certificate of Organization for a small fee. If you decide to go with our business formation services, then you’ll have the chance to use our faster filing service. Although it won’t speed up the state’s processing time, it will prioritize your filing.

What if I need to make changes to my Certificate of Organization?

After your Certificate of Organization gets approved and your LLC becomes official, your business will probably undergo some changes as time goes on. Whenever major changes occur, such as member changes, a change in resident agent, relocating to another address, etc., you’ll need to file a Massachusetts Certificate of Amendment.

You can do this online by going to the Secretary of the Commonwealth’s “Amendments” page. You’ll find additional information about amendments that you’ll need to look over before filing. There’s also a filing fee. We offer an amendment filing service that can help you. Our Worry-Free Compliance service also includes two amendment filings per year.

Keep your Massachusetts LLC documents in one digital dashboard

If you decide to have us file your Certificate of Organization, then once the Secretary of the Commonwealth’s office approves the paperwork and your LLC becomes official, your documents will be available to view through your ZenBusiness dashboard. You can also keep other important documents and paperwork digitally organized. As for your physical documents from the state, be sure to keep them in a safe location.

Why would I delay my Massachusetts filing date?

In Massachusetts, your LLC’s effective date will be the day you filed the Certificate of Organization. For example, if you filed the Certificate on October 10 but the document wasn’t approved until October 15, then your LLC’s effective date is October 10. The state also allows one to delay the filing date. You can request this through the Certificate of Organization. Why would you want to do this?

Future business owners can have different reasons for delaying their LLC’s filing date. One includes not having to file taxes for only a portion of the year. Delaying the effective date to January 1 means paying taxes for the new calendar year and not the previous one. In Massachusetts, you can set your delayed effective date up to 90 days. You can choose to delay your LLC’s filing with us if we file for you.

Step 4: Create an operating agreement

Draft a Massachusetts LLC operating agreement. These agreements establish the business’s organizational structure, rules, and other details. You should know that in Massachusetts, operating agreements aren’t legal obligations, but putting one together can help your business run smoother and establish its rules.

An operating agreement is not like a business plan. Rather, it allows you to spell out ownership and management details for the LLC, among other things. This is great since it allows you to run the LLC how you want so long as you stay within the law. Without an agreement, the company will be subject to the state’s default rules for LLCs.

Do I need an operating agreement if I’m the only owner?

If you’re the only owner of your LLC, then you might be thinking that you don’t need an operating agreement since it’ll just be you running the company, right? Reconsider, because an agreement can still come in handy.

For example, potential investors, financial institutions, and others may request to see your agreement. The agreement can make the company look better organized and planned out, showing anyone who requests to see it that you’re serious about running the business.

Additionally, as the only owner, an agreement allows you to decide what will happen to the LLC if you pass away or become incapacitated due to an injury or illness. You can choose to have someone else take over or have the business dissolved on your behalf. It’s entirely up to you.

Benefits of MA LLC Operating Agreements

Having an agreement comes with plenty of benefits. A few include:

• Setting the rules for how your LLC will run, as we mentioned above.
• Defining your LLC’s management structure. We briefly spoke about member-managed and manager-managed LLCs in Step 3.
• Preventing and resolving potential conflicts between the company’s members by listing the powers, privileges, and responsibilities of each.
• Helping you further separate the LLC from your personal assets. Having an agreement in place further demonstrates to the courts that you and the business are separate entities in case anyone tries to challenge that in order to go after your personal assets. 
• Detailing the reasons for and procedures for removing a member and the requirements for member additions.
• Detailing what will happen to the ownership portion of a member who’s left, retired, or died.
• Detailing what will become of the company if there’s only a single member who happens to pass away or become incapacitated. Will it pass on to someone else or will dissolution take place?

What should I include in my LLC’s operating agreement?

You can include anything you want in your agreement that you feel will help the business’s daily operations and more. Here are a few basics:

• Ownership allocation. For example, if there are four members, you can go 25% ownership for each, 40% for one member, and 20% each for the others, etc.
• Addition and removal of members. Which specific requirements and processes do you want to use for adding a new member? The same goes for member removals and the reasons for doing so. What will happen to their ownership portion?
• Member responsibilities. Who specifically is in charge of negotiating business deals, the company’s financials, and more? You can also detail each member’s voting powers for business-related decisions.
• Reasons for and process of dissolution. You can also detail what will become of the business’s assets, the distribution of remaining profits among the members, and more. Be aware that if you plan to dissolve the LLC, you’ll need to inform Massachusetts by submitting a Certificate of Cancellation to the Secretary of the Commonwealth.

If you aren’t sure how to start your operating agreement, rest easy because we offer a customizable template that can get you started.

Step 5: Apply for an EIN

Get an Employer Identification Number (EIN) for your LLC. An EIN is also known as a Federal Employer Identification Number (FEIN) and a Federal Tax Identification Number. You can get an EIN from the Internal Revenue Service (IRS).

This nine-digit number is like a Social Security number for a business. Having one allows you to do several things, like getting a business bank account, paying taxes, and hiring employees. You can get an EIN by visiting the IRS website, by fax, or by mail. You can also get one with us with our EIN service.

Massachusetts Tax Registration

Register your LLC with the Massachusetts Department of Revenue’s MassTaxConnect website to pay taxes online. You’ll need your EIN, your business’s name, your business address, and your business’s start date in order to register.

As an LLC owner, you’ll need to register for the following depending on your industry, location, and more:

• Massachusetts sales tax, also known as sales and use tax. You’ll need a Sales and Use Tax Registration Certificate if you plan to sell or lease goods that are subject to sales or use tax.
• Employee withholding tax if your LLC has employees.
• Unemployment insurance tax if you have employees. You’ll do this through the Department of Unemployment Assistance.

Visit the MassTaxConnect website to find out what other taxes you’ll need to register for.

Can filing as an S corp lower my taxes?

LLCs offer more flexibility than a corporation. One of those flexibilities is how you can choose to have your LLC taxed.

By default, an LLC has pass-through taxation. This appeals to most LLC members because it avoids “double taxation,” in which a corporation pays taxes at both the business level and again when the income is paid to the individual owners. But some LLCs opt to be taxed as a C corporation or an S corporation because, in their case, it works to their advantage.

Being taxed as a C corporation does mean you get double taxation, but, for some LLCs, the pros may outweigh the cons. One benefit is that C corporations have the widest range of tax deductions, which could be an advantage in some scenarios, especially for more profitable LLCs. For example, insurance premiums can be written off as a business expense.

S corp is short for “Subchapter S Corporation” and is a tax status geared toward small businesses. Like a standard LLC, an S corp has pass-through taxation. But there’s another potential advantage for some LLCs: It could reduce your self-employment taxes. 

Self-employment taxes are the part of your taxes that pay for Social Security and Medicare. In a typical LLC, you would pay these on all of your profits.

But filing as an S corp allows you to be an “employee-owner” and split your income into your salary and your share of the company’s profits. In this way, you pay employment taxes on your salary, but not self-employment taxes on your profits. (You’ll still pay the other applicable taxes on your LLC profits, of course.)

The drawback is that the Internal Revenue Service scrutinizes S corps more closely, meaning you’re more likely to get audited. S corps also have more restrictions for qualifying.

While it’s possible that being taxed as a corporation could benefit your LLC, remember that business taxes are very complicated. They’re also very specific to your situation. That’s why you need to consult a tax professional to see which tax method would work best for your Massachusetts business and help with tax filings.

If you decide to form your LLC with an S corp status, our Massachusetts S corp service can help you do that.

Step 6: File a beneficial ownership information report for your LLC

2024 introduced a new requirement for LLCs (and other small businesses): filing a beneficial ownership information report, or BOI report. The Corporate Transparency Act introduced this requirement, asking businesses like your new LLC to provide information about their beneficial owners. According to the act, a beneficial owner is anyone who holds 25% or more of the LLC’s ownership interest, exerts significant control over the business, or gets substantial economic benefit from the business assets. 

When you file your BOI report, you’ll be asked to provide the name, address, and identifying documents for each beneficial owner. By providing this information, you help the Financial Crimes Enforcement Network (FinCEN) accomplish their goal: reducing financial crimes by making it more difficult for businesses to hide illicit activities behind shell corporations. As a result, failing to file can have serious civil and criminal consequences. 

You can learn more about this filing or submit your BOI report online or by PDF upload on FinCEN’s website. LLCs that form during the 2024 calendar year must file within 90 days of getting Massachusetts approval for their Certificate or Organization. LLCs created before 2024 will have until January 1, 2025, to file. LLCs organized in 2025 and beyond will need to file within 30 days of approval. 

If you’d like help completing your BOI report, our BOI report filing service can simplify this process for you.