As compared to the process of incorporation, the documentation required for an LLC is comparatively small in amount. The majority of the paperwork needed to be filed with the Office of the Massachusetts Secretary of State can be done by the business owner directly. There are, however, some aspects of LLC formation that are best done with the aid of an attorney.
Massachusetts LLC Filings with the Secretary of State: The Certificate of Organization
Simply go to the online portal of the Office of the Secretary of State in Massachusetts and file your Certificate of Organization online. The Certificate of Organization defines for the general public and the State of Massachusetts the demographics, if you will, of the organization. You will be required to enter the EIN number, the name of the LLC (the name chosen must be unique in Massachusetts), and what type of business you will be doing in Massachusetts. If the business is to be only temporary, note the date of dissolution of the LLC. If you wish to have service of process sent to someone other than yourself or receive other notifications for your business, locate a registered agent service. These services will be officially listed as a contact for your LLC and any mail or other form of contact for the service of process or other legal matters will go through the named registered agent.
The Certificate of Organization is also the document which records the name of the LLC, pertinent information of any managers of the LLC, the name and address of the registered agent, business location(s), name of others authorized to execute documents on the LLC’s behalf, and the same for those authorized to record “any recordable instrument purporting to affect an interest in real property.”
“I Can File the Certificate of Organization Myself – Why Would I Want an Attorney?”
The answer lies in the Operating Agreement. If your LLC has more than one person involved, the LLC would be best served by having an Operating Agreement that takes into account the following:
- The interests of the LLC owners
- The rights and responsibilities of LLC members.
This factor is very helpful in defining the role of each member for practical purposes, that is, to make clear to everyone involved what their role is and also for risk reduction (to avoid the individuals stepping outside of these prescribed roles). - The voting powers of each member, how meetings are conducted, how votes are counted
- The division of profits and losses among members
- How the LLC is managed
- How a member may transfer or sell their ownership interest, and what occurs upon an owner’s death, disability, or incapacity
“How Else Should I Prepare My LLC for Success?”
Tax Requirements
Contact an accountant to determine any and all tax issues relative to your LLC as these will vary depending upon the tax elections that are available to you.
Annual Filings
Every year, prior to the anniversary date of the LLC, you will be required to file an Annual Report with the Massachusetts Office of the Secretary of State. This is a fairly simple process that is done online, and costs the same amount as the original filing fee of $500. Failing to complete this annual process means that your company is not in good standing with the State of Massachusetts, and if this is an ongoing issue, will lead to the dissolution of the LLC. This is an easy requirement to lose track of when you are running a busy operation, so contact a service that will do it for you or keep track on your calendar.
Our office provides business clients with solutions to incorporation, forming an LLC, starting a sole proprietorship and other business formation matters. Our experienced attorney can ensure that your Massachusetts business complies with the statutory requirements under Chapter 156D, getting your corporation, LLC, partnership, or other business structure off to a great start.
DISCLAIMER:
The information provided in the pages and posts of this website are for general informational purposes only. The information presented on this site is not legal advice, and no attorney-client relationship is formed by the use of this site.
