Understanding Massachusetts LLC Laws
The rules for starting and running a Massachusetts limited liability company (LLC) are laid out by Massachusetts LLC laws.
In this guide, we offer simple explanations to Massachusetts LLC laws about:
- LLC Formation Requirements
- Resident Agent Duties and Appointment
- Operating Agreements
- Annual Report Requirements
To learn more about starting an LLC, visit our form an LLC guide.
LLC Formation Requirements
Massachusetts LLC laws set out the requirements for forming an LLC. The Commonwealth of Massachusetts has created the Corporations Online Filing System and PDF Certificate of Organization form to simplify the process.
Massachusetts LLC Formation Statute
The following LLC formation statutes are from the Massachusetts Limited Liability Company Act:
Section 12: Certificate of organization
(a) In order to form a limited liability company, one or more authorized persons must execute a certificate of organization. The certificate of organization shall be filed in the office of the state secretary and set forth:
(1) the name of the limited liability company;
(2) the address of the office in the commonwealth required to be maintained by section five;
(3) the name and address of the resident agent for service of process required to be maintained by section 5; provided, however, that the agent's written consent to the appointment shall be either in the certificate or attached to it;
(4) if the limited liability company is to have a specific date of dissolution, the latest date on which the limited liability company is to dissolve;
(5) if the limited liability company has managers at the time of its formation, the name and address of each manager;
(6) the name of any other person in addition to any manager who is authorized to execute any documents to be filed with the office of the state secretary and at least one such person shall be named if there are no managers;
(7) the general character of the limited liability company's business;
(8) if desired, the names of one or more persons authorized to execute, acknowledge, deliver and record any recordable instrument purporting to affect an interest in real property, whether to be recorded with a registry of deeds or a district office of the land court; and
(9) any other matters the authorized persons determine to be included therein.
(b) A limited liability company is formed at the time of the filing of the initial certificate of organization in the office of the state secretary or at any later date specified in the certificate of organization if, in either case, there has been substantial compliance with the requirements of this section. A limited liability company formed under this chapter shall be a separate legal entity, the existence of which as a separate legal entity shall continue until cancellation of the limited liability company's certificate of organization.
(c) All limited liability companies formed under this chapter shall also file an annual report with the state secretary setting forth the information required in subsection (a).
(d) The fee for the filing of the certificate of organization required by subsection (a) shall be five hundred dollars. The fee for the filing of the annual report required by subsection (c) shall be five hundred dollars. Such fees shall be paid to the state secretary at the time the certificate of organization or the annual report is filed.
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What This Means: Key Takeaways*
The Massachusetts LLC statute provides the requirements for setting up (or forming) an LLC. The Commonwealth of Massachusetts offers online and hard copy LLC filing to meet these requirements.
Required Information for Massachusetts LLC Formation:
- LLC’s name (Must meet Massachusetts LLC naming requirements)
- LLC principal office’s street and mailing address
- Resident agent’s name, Massachusetts address, and consent to appointment
- Date of dissolution, if known
- General character, or purpose, of the LLC
- Managers names and addresses, if managers exist
- Names of anyone who will have the authority to execute documents with the Secretary of the Commonwealth
Optional Information for Massachusetts LLC Formation:
- LLC organizers can add their own provisions as long as the provisions don’t conflict with LLC statute.
Recommended: For help with completing the LLC formation forms, visit our Massachusetts LLC Certificate of Organization guide.
Resident Agent Duties and Appointment
Massachusetts LLC laws define the duties and appointment of the LLC resident agent, known as a registered agent in most states.
Massachusetts LLC Resident Agent Statute
The following resident agent statutes are from the Massachusetts Limited Liability Company Act:
Section 5. Each limited liability company shall have and maintain in the commonwealth:
(1) an office, which may but need not be a place of its business in the commonwealth at which shall be kept the records required by section nine to be maintained; and
(2) a resident agent for service of process on the limited liability company, which agent must be an individual resident of the commonwealth, a domestic corporation, or a foreign corporation authorized to do business in the commonwealth.
What This Means: Key Takeaways*
A resident agent’s job is to accept service of process (legal summons to a lawsuit).
A Massachusetts resident agent must:
- Maintain a registered office in Massachusetts (i.e., no P.O. boxes)
- Be an individual, a Massachusetts corporation or LLC, or foreign corporation or LLC with a business address that is the same as the registered office address
Operating Agreements
Massachusetts LLC laws provide guidelines for creating and maintaining an LLC operating agreement.
The following operating agreement statutes are from the Massachusetts Limited Liability Company Act:
Section 2. Definitions.
(9) ''Operating agreement'', any written or oral agreement of the members as to the affairs of a limited liability company and the conduct of its business.
What This Means: Key Takeaways*
An LLC operating agreement allows LLC members to create rules for how their unique LLC operates. These rules are often called “terms” or “provisions.”
Operating agreements are limited by state statute. For example, if the statute says LLC members can’t dissolve an LLC without all members agreeing, LLC members can’t change or override the statute with an operating agreement.
When an operating agreement is in place, it’s easier to navigate situations involving the operation of the LLC. And, if a lawsuit or dispute arises, LLC members (or the courts) have something to reference.
If a dispute arises that can’t be resolved by LLC members and there isn’t an operating agreement, the courts will use LLC statute to resolve disputes.
Creating an Operating Agreement
Some LLCs, such as professional LLCs or real estate LLCs, might need unique terms, while others might only need to cover standard provisions:
- Each member’s responsibilities
- How new members will be admitted
- How existing members may transfer or terminate their membership
- How profits and dividends will be distributed
- The process for amending the operating agreement
Use our free operating agreement template or learn more with our What Is an Operating Agreement guide.
Annual Report Requirements
Massachusetts LLC laws set out the requirements for annual LLC reporting. The Commonwealth of Massachusetts has created an annual report online portal and PDF annual report form to simplify the process.
Massachusetts LLC Annual Report Statute
The following annual report statutes are from the certificate of organization section of the Massachusetts Limited Liability Company Act:
Section 12: Certificate of organization
Section 12. (a) In order to form a limited liability company, one or more authorized persons must execute a certificate of organization. The certificate of organization shall be filed in the office of the state secretary and set forth:
(1) the name of the limited liability company;
(2) the address of the office in the commonwealth required to be maintained by section five;
(3) the name and address of the resident agent for service of process required to be maintained by section 5; provided, however, that the agent's written consent to the appointment shall be either in the certificate or attached to it;
(4) if the limited liability company is to have a specific date of dissolution, the latest date on which the limited liability company is to dissolve;
(5) if the limited liability company has managers at the time of its formation, the name and address of each manager;
(6) the name of any other person in addition to any manager who is authorized to execute any documents to be filed with the office of the state secretary and at least one such person shall be named if there are no managers;
(7) the general character of the limited liability company's business;
(8) if desired, the names of one or more persons authorized to execute, acknowledge, deliver and record any recordable instrument purporting to affect an interest in real property, whether to be recorded with a registry of deeds or a district office of the land court; and
(9) any other matters the authorized persons determine to be included therein.
(b) A limited liability company is formed at the time of the filing of the initial certificate of organization in the office of the state secretary or at any later date specified in the certificate of organization if, in either case, there has been substantial compliance with the requirements of this section. A limited liability company formed under this chapter shall be a separate legal entity, the existence of which as a separate legal entity shall continue until cancellation of the limited liability company's certificate of organization.
(c) All limited liability companies formed under this chapter shall also file an annual report with the state secretary setting forth the information required in subsection (a).
(d) The fee for the filing of the certificate of organization required by subsection (a) shall be five hundred dollars. The fee for the filing of the annual report required by subsection (c) shall be five hundred dollars. Such fees shall be paid to the state secretary at the time the certificate of organization or the annual report is filed.
What This Means: Key Takeaways*
You can file your Massachusetts annual report online or with a hard copy.
Your Massachusetts LLC annual report requires the same (or updated) information as was requested on the certificate of organization:
- The LLC’s name
- The LLC principal office’s street and mailing address
- The resident agent’s name, Massachusetts address, and consent to appointment
- The date of dissolution, if known
- The general character, or purpose, of the LLC
- Managers’ names and addresses
- The names of anyone who will have the authority to execute document with the Secretary of the Commonwealth
*This information is provided for educational and entertainment purposes only. Please consult a lawyer for legal advice.