Requirements (M.G.L. ch. 156C §3):

• Must be distinguishable from existing entities registered with MA Secretary of the Commonwealth
• Must include one of these designators:
  • “Limited Liability Company”
  • “LLC” or “L.L.C.”
  • “Limited Company”
  • “LC” or “L.C.”
• Cannot imply governmental affiliation or include restricted words without approval

Name Availability Search:

• Check: Massachusetts Business Entity Search
• Check federal trademarks: USPTO TESS

Optional Name Reservation:

• Fee: $30 (reserves name for 60 days)
• Renewable: Can extend for another 60 days ($30 additional fee)
• Not required – can file Certificate of Organization immediately if name is available

Requirements (M.G.L. ch. 156C §12):

• Must have a physical Massachusetts street address (no P.O. boxes)
• Must be available during normal business hours to receive legal documents
• Can be an individual MA resident or a registered agent company
• Written consent required: Agent must consent in writing (included in Certificate of Organization)

Resident Agent Options:

• You or a member: Free, but must be available at MA address during business hours
• Professional registered agent service: $100-$300/year, maintains privacy, ensures compliance

Governing Law: M.G.L. ch. 156C §12

Filing Options:

• Online (Recommended): Massachusetts Corporations Online Filing – Fastest processing
• Mail/Fax/In-Person: Secretary of the Commonwealth, Corporations Division, One Ashburton Place, Boston, MA 02108
• Fee: $500 base + $20 online/fax expedited fee = $520 total

Required Information in Certificate:

• LLC name
• Office address in Massachusetts
• Resident agent name and Massachusetts street address
• Written consent of resident agent (included or attached)
• Latest date of dissolution (if any)
• Names and addresses of managers (if manager-managed)
• Name and address of at least one person authorized to execute documents to be filed (if no managers listed)
• Optional: Persons authorized to sign/record real estate instruments

Not filed with the state, but strongly recommended by Mass.gov.

An operating agreement establishes the LLC’s internal rules:

• Management structure: Member-managed or manager-managed
• Ownership percentages: Each member’s interest in the LLC
• Capital contributions: Initial and future contributions
• Profit/loss allocation: How profits and losses are distributed
• Voting rights: Majority, supermajority, or unanimous consent requirements
• Transfer restrictions: Right of first refusal, consent requirements
• Buy-sell provisions: What happens if member leaves, dies, becomes disabled
• Dissolution: Triggering events and winding-up procedures

When You Need an EIN:

• Multi-member LLCs (required)
• Single-member LLCs with employees
• LLCs electing corporate tax treatment
• Opening a business bank account (most banks require it)

How to Get an EIN:

• Online (Instant): IRS EIN Online Application
• Cost: Free from IRS
• Recommended even for single-member LLCs without employees (for banking and privacy)

Register with MA Department of Revenue via MassTaxConnect:

• Sales/Use Tax: If selling tangible goods or taxable services – Sales Tax Registration
• Withholding Tax: If hiring employees – Withholding Tax Registration
• PTE Excise Election: Optional pass-through entity excise (advanced tax strategy – see Taxes tab)

MassTaxConnect Portal: https://mtc.dor.state.ma.us/

If operating under a different name than your legal LLC name:

• File Business Certificate (DBA – “Doing Business As”) with the city or town where your principal place of business is located
• Fee varies by municipality ($20-$65 typically)
• Must publish notice in local newspaper in some municipalities

Depending on your business type, you may need:

• Professional licenses: Doctors, lawyers, CPAs, contractors, etc.
• Health permits: Food service, childcare, healthcare facilities
• Zoning approval: Verify business use is allowed at your location
• Building permits: Renovations, signage, construction

Resource: Mass.gov – Starting a Business in Massachusetts

• LLC name and formation date
• Principal office address in Massachusetts
• Purpose of the LLC
• Duration (perpetual or specific end date)

• Names and addresses of all members
• Ownership percentages (membership interests)
• Capital contributions (initial and future)
• Additional capital calls (if/when/how)
• Process for admitting new members

• Member-Managed: All members participate in daily decisions
• Manager-Managed: Designated managers run operations, members are passive
• Voting rights and procedures (majority, supermajority, unanimous)
• Authority of managers vs. members
• Meeting requirements (if any)

• Profit and loss allocation (usually follows ownership %)
• Distribution schedule and procedures
• Required vs. discretionary distributions
• Tax allocation provisions (if different from economic allocation)

• Right of First Refusal: Existing members can buy before outside sale
• Consent Requirements: Member approval needed for transfers
• Buy-Sell Provisions: What happens when member dies, becomes disabled, retires, gets divorced
• Valuation Methods: How to value membership interests (formula, appraisal, book value)
• Payment Terms: Lump sum, installments, promissory note

• Events triggering dissolution (vote, unanimous consent, bankruptcy)
• Winding up procedures
• Asset distribution priority (creditors first, then members)
• Who handles dissolution process

Your LLC name must be distinguishable from existing Massachusetts entities.

• Search: Massachusetts Business Entity Search
• If name taken: You may need to register under an alternate name in Massachusetts

Must have a resident agent with a physical Massachusetts street address (same requirement as domestic LLCs).

Get a Certificate of Good Standing (or Certificate of Existence) from your home state:

• Proves your LLC is validly formed and in good standing
• Cost varies by state ($20-$50 typically)
• Must be recent (within 90 days)

Filing Details:

• Form: Certificate of Registration (for foreign LLCs)
• Filing Method: Online via MA Corporations Online Filing or mail
• Fee: $500 (same as domestic LLC) + $20 online expedited fee = $520 total
• Processing Time: Varies (online is faster)

Required Information:

• LLC name and state of formation
• Date of formation in home state
• Massachusetts office address
• Massachusetts registered agent name and address
• Certificate of Good Standing from home state (attached)

Foreign LLCs must file Massachusetts Annual Reports just like domestic LLCs:

• Fee: $500/year + $20 online fee = $520/year
• Due Date: On or before the anniversary date of registration
• Same process as domestic LLCs

• Fee: $500 per year + $20 online/fax expedited fee = $520 total
• Due Date: On or before the anniversary date of the LLC’s original filing/registration
• Example: LLC formed on June 15, 2024 → Annual report due by June 15, 2025 (and every June 15 thereafter)
• Filing Method: Online via Massachusetts Corporations Online Filing
• Content: “All of the information included in its certificate of organization and any necessary changes”

When to file: When changing information in Certificate of Organization

• Change in LLC name
• Change in purpose
• Change in management structure (member to manager-managed or vice versa)
• Adding/removing managers or authorized signers

Fee: $100 per amendment

When to file: When changing resident agent or office address

• Fee: $25 (paper/fax); No fee if filed electronically
• Must file promptly after change

LLCs are classified for MA tax purposes the same way they are classified for federal tax:

• Disregarded Entity (Single-Member): Report on personal Form 1 (MA personal income tax) – due April 15
• Partnership (Multi-Member): File Form 3 (Partnership return) – due March 15
• Corporation (if elected): File Form 355 (Corporate excise) – due 15th day of 3rd month after year-end

• Rate: 6.25% statewide (no additional local sales tax)
• Filing Frequency: Monthly, quarterly, or annually (based on sales volume)
• File via: MassTaxConnect

• ☐ File Massachusetts Annual Report ($520)
• ☐ Update registered agent/office if changed (no fee if online)
• ☐ Review and update operating agreement if needed

• ☐ File federal partnership return (Form 1065) if multi-member
• ☐ File Massachusetts Form 3 (partnership return)
• ☐ Issue K-1s to members

• ☐ File personal tax returns (including LLC income on Schedule C or K-1)
• ☐ File Massachusetts Form 1 (personal income tax)
• ☐ Pay Q1 estimated taxes (federal and MA)

• ☐ Pay estimated taxes (April 15, June 15, Sept 15, Jan 15)
• ☐ File payroll tax returns (Form 941) if have employees
• ☐ File sales tax returns (if applicable)

Massachusetts treats LLCs the same way the IRS does:

• LLC itself does NOT pay Massachusetts income tax
• Members report LLC income on personal Massachusetts tax return (Form 1)
• Tax Rate: 5% on most income + 4% surtax if over $1,083,150
• Members pay tax on distributive share (even if profits not distributed)

If LLC elects C-Corp taxation:

• LLC pays Massachusetts corporate excise tax (complex calculation based on net income and non-income measure)
• File Form 355 (Massachusetts Corporate Excise Return)
• Dividends to members taxed again on personal returns (double taxation)

• Rate: 6.25% statewide (no additional local sales tax)
• Who collects: LLCs selling tangible goods or certain taxable services
• Exemptions: Most services, groceries (partial), prescription drugs, clothing under $175
• Register: MA Sales Tax Registration
• File via: MassTaxConnect

All entities created in the United States (including Massachusetts LLCs and corporations) are EXEMPT from BOI reporting as of March 26, 2025.

• ✅ Massachusetts domestic LLCs: No BOI reporting required
• ✅ Massachusetts domestic corporations: No BOI reporting required
• This applies to entities formed before, on, or after March 26, 2025

Foreign entities formed under foreign law and registered to do business in a U.S. state (including Massachusetts) remain “reporting companies” and MUST file BOI reports with FinCEN.

Deadlines for foreign entities registered in Massachusetts:

• Registered before March 26, 2025: Initial BOI report due by April 25, 2025
• Registered on/after March 26, 2025: Initial BOI report due within 30 days after registration becomes effective/public

If you have a foreign entity registered in Massachusetts:

• File online: FinCEN BOI E-Filing System
• Cost: Free
• Processing: Instant submission (receive confirmation number)
• Updates: Must file updated reports within 30 days of any change to beneficial ownership

Massachusetts charges $500 formation + $500/year annual report, among the highest in the U.S. This funds state operations. However, if you operate in MA, you need a MA LLC (or foreign qualification at the same cost) – so you can’t avoid it by forming elsewhere.

If you have physical operations in Massachusetts (office, employees, real estate), forming in Wyoming doesn’t help – you’ll need to foreign qualify in MA anyway ($520 + $520/year). You’d pay for both states. Form in MA if your business operates here.

Massachusetts Pass-Through Entity excise is a SALT cap workaround. The LLC pays 5% MA tax, members get 90% credit. Net cost: 0.5%. Benefit: Bypass the $10,000 federal SALT cap. Best for high-income members ($400K+). I can analyze if it makes sense for you.

As of March 26, 2025, domestic Massachusetts LLCs are EXEMPT from BOI reporting. Foreign LLCs registered in MA still must report. See the BOI Reporting tab for details.

Massachusetts processes filings in variable time (no guaranteed timeline). With my service:

• Standard Package: 7-10 business days total
• Professional Package: 5-7 business days total
• Premium Package: 3-5 business days total

Yes! My packages include:

• Annual report deadline reminders ($520 due on anniversary)
• Tax deadline calendar (federal and Massachusetts)
• Optional annual report filing service ($150/year)
• Premium package includes quarterly compliance check-ins with me