How to Start an LLC in Massachusetts

A Massachusetts LLC is one of the most simple, cost-effective, and quick business structures to form. Even so, navigating the formation process can seem daunting without clear guidance and an actionable plan.

In this How to Start an LLC in Massachusetts guide, we’ll break down everything you need to know to form your LLC, from the steps you’ll need to take to get started to maintaining your structure.

Massachusetts LLC

In order to form an LLC in Massachusetts, you’ll need to complete the following steps:

1. Name Your Massachusetts LLC
2. Pick a Massachusetts Resident Agent
3. Submit the Certificate of Organization
4. Create a Massachusetts LLC Operating Agreement
5. Get an EIN
6. File Your BOI Report

In the sections below, we’ve broken down each of these steps in more detail.

If you want to start a Massachusetts LLC, you must complete several key steps. Our guide breaks down everything you need to start an LLC in Massachusetts.

Step 1: Name Your Massachusetts LLC

The first thing you’ll need to do before getting started is picking the right name for your LLC. This is important because your business’s name will need to represent your brand accurately, as well as be as memorable as possible.

In Massachusetts, all LLC names need to abide by the following statutory guidelines in order to be accepted by the Secretary of State:

• Entity names must include the term “limited liability company”, or one of the following abbreviations: “L.L.C.”, “LLC”, “L.C.”, “LC”
• Entity names cannot be identical or “deceptively similar” to the names of any limited partnerships (LPs), LLCs, or domestic or foreign corporations registered under Massachusetts law without the entity’s written permission
• Entity names are not allowed to include any words or terms that state or imply an affiliation between the LLC and a branch of state or federal government (e.g., “Commonwealth of Massachusetts”, “Department”, “Agency”)
• Entity names are not authorized to contain the words “bank”, “bankers”, or “banking”
• Entity names cannot include language that suggests or states the LLC is formed for an unlawful purpose, or any purpose other than the one indicated in its Certificate of Organization

The naming regulations that apply to business entities in this state can primarily be found in Massachusetts General Laws ch. 156D, § 4.01 and Massachusetts General Laws ch. 156C, § 3.

Keep in mind that even though picking an LLC name in itself has no cost, there are certain fees that are often associated with the overall process.

Reserve an LLC Name

If you’re not yet ready to launch your business and still need a little more time, you can choose to reserve your desired LLC name for later by submitting an Application of Reservation of Name with the Secretary of State ($30 fee).

This application, which should contain your LLC’s desired name and your address, will prevent anyone from being able to take the name you plan to use for 60 days. If you need any longer than this, you’ll be able to extend this period by an additional 60 days with another written request.

Don’t worry if the name you want is already reserved, as there’s still hope — it can be transferred to you if the current applicant files a notice with the Office of the State Secretary specifying your name and address.

Note: The State Secretary will only reserve the exclusive right to a name that it finds to be available for use — you can check in advance if your desired name is available by doing a Search for a Business Entity.

Register a DBA Name

Another potential cost associated with naming your LLC is applying for a business certificate — which is also known as a “doing business as” (or DBA) name.

This is essentially a nickname that you can choose to register for your business to operate under, particularly if you’re not content with your LLC’s legal name.

You can apply for your business certificate by filing a registration containing the following information with the Office of the Clerk in all the cities your business operates in:

• Full names of each person running the business
• Addresses for each of these organizers
• The primary place of business for your LLC

Alongside this, you’ll also be required to pay a filing fee of either $65 (Massachusetts residents) or $100 (non-residents).

Once submitted, your DBA name registration will remain valid for four years before needing another filing. You’ll need to keep a copy of your LLC’s business certificate on-site at all the locations it operates so that you’re able to furnish it at any time during normal business hours if a customer asks.

Note: If you break any of the rules outlined above, you’ll be administered a penalty of $300 per month that this continues according to Massachusetts General Laws ch. 110, § 5.

Buy a Domain Name

Finally, you’ll want to focus on securing a good domain name (which is your website’s URL address) for your business. For this, try to focus on choosing one that’s easy for customers to remember, relevant to your business, and accurately reflects your brand.

After confirming the domain name you want to use is actually available, you can purchase it through a trusted registrar.

Step 2: Pick a Resident Agent

The next step you’ll need to take toward forming your LLC is to pick a resident agent — which is also commonly referred to as a registered agent as well.

This is an individual or business entity that accepts legal correspondence on behalf of your business, such as service of process, notice of lawsuits, and official government communications; you’re required to continuously maintain one as long as your LLC is active.

Your resident agent can be an individual or business entity, but will need to satisfy the following requirements according to Massachusetts General Laws ch. 156B, § 49:

• If an individual, must be a resident of Massachusetts
• If an entity, must be either organized under Massachusetts law or a recognized foreign corporation
• Must have a business address/office in the commonwealth (and be available at regular business hours)

You can even act as your own resident agent if you’re looking to save money — though we don’t typically recommend this as you’re much more likely to suffer fines and penalties due to non-compliance than if you just hire a professional service.

On top of this, you’ll lose any anonymity your LLC would have given you since your name, address, and contact information will be publicly available.

Be aware that, when you appoint your resident agent, you’ll be required to submit a copy of the vote of your LLC’s board of directors consenting to this appointment.

Note: To have a look at some of our other top recommendations, you can also check out our Best Registered Agent Service of 2024 guide.

Step 3: Submit Your Certificate of Organization

In Massachusetts, the Certificate of Organization is the filing document that you’ll need to submit with the Secretary of State in order to officially register your LLC (this is also referred to as the Articles of Organization or Certificate of Formation in other states).

You’ll be required to pay a $500 processing fee in order to submit your LLC formation documents, irrespective of whether you’re forming a domestic or foreign entity.

Foreign entities will also need to accompany their formation document with a Certificate of Legal Existence or Certificate of Good Standing.

In order to be able to complete your Certificate of Organization, you’ll need the following information on-hand:

• Your LLC’s legal name
• The address of your registered office
• The business purpose of your LLC
• Your resident agent’s full name and street address
• The full names and business addresses of all members/managers
• The name and address of any individual with the authority to formally recognize transactions involving your LLC’s real estate
• Your contact details (e.g., phone number and email address)

In the sections below, we’ve discussed the main ways by which you can file this document with the Massachusetts Secretary of State.

Online Filings

We generally encourage our readers to file their LLC’s formation documents online through the Office of the Commonwealth of Massachusetts website as it’s by far the quickest and most convenient submission method.

Mail Filings

Alternatively, you can also file a paper application by downloading and completing the relevant form for your business entity type:

• Domestic Entities: Certificate of Organization
• Foreign Entities: Application of Registration

If you want to file by mail, all that’s left to do after filling one of the above forms out is to file a copy of the document to the following address:

William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Room 1717
Boston, MA 02108

Fax Filings

Note: Submissions made online or by fax carry a higher filing fee of $520.

Step 4: Create a Massachusetts LLC Operating Agreement

Once this is completed, the next step you’ll need to take is to create an operating agreement. 

This is an internal document that clearly outlines the ownership and management structure of your company in order to reduce potential future conflict.

While this document isn’t legally mandated in Massachusetts, all LLCs are recommended to have one as it can help maintain both: smooth operations and your LLC’s corporate veil (which is what protects your personal liability).

A number of companies provide drafting services for operating agreements online, typically for a fee of around a few hundred dollars. However, it’s quite easy to sort this out by yourself if you want to save money, and you can even find a number of free templates online to help with this.

Step 5: Get an EIN

Even though it’s not a legal requirement (unless your LLC has employees or multiple members), all Massachusetts LLCs should apply for an Employer Identification Number (EIN).

This is a free, nine-digit federal tax identification number used by the IRS to identify your business and keep track of its tax reporting — much like a Social Security Number (SSN) for individuals.

You’ll need an EIN to be able to:

• Hire employees
• Open a business bank account
• Apply for some business licenses/permits
• Establish a line of credit

On top of this, using an EIN instead of a Social Security Number (SSN) helps to protect your personal information and safeguard your anonymity as the business owner of your LLC.

You can quickly apply for an EIN for your LLC online through the IRS website. You’re also able to submit a paper application using Form SS-4 either via fax to (855) 641-6935, or by mailing it to the following address:

Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999

Note: Don’t worry if you don’t already have an SSN, it’s not necessary to have one in order to apply for an EIN — instead, you can just leave Section 7b of the application blank and call the IRS on (267) 941-1099.

Step 6: File a BOI Report

Starting January 2024, the vast majority of LLC owners will be required to file a Beneficial Ownership Information (BOI) Report with the US Financial Crimes Enforcement Network (FinCEN).

This is part of an initiative by the U.S. government to stop individuals and entities engaging in illegal or unethical activities from being able to conceal this using “opaque ownership structures”, like shell companies, to hide their true identities.

Existing LLCs will be able to file this report anytime between January 1, 2024, and January 1, 2025, while new LLCs will have up to 90 days after the date they were initially formed to do so (30 days for LLCs formed after the start of 2025).

Keep in mind that failure to file your LLC’s BOI report on time can result in exorbitantly high fines (i.e., $591 per day) or even jail time (up to two years).

Note: Not every LLC owner is required to file a BOI report. For example, companies with more than 20 full-time employees, accounting firms, and banks are exempt. For a full list of filing exemptions, you can have a look at FinCEN’s website.

How to Maintain Your Massachusetts LLC

In order to keep operating legally in the state of Massachusetts, you’ll need to file an annual report with the Secretary of State every year.

Don’t worry if you’re not sure how to complete this step, as we’ve detailed all the information you’ll need to know in the sections below.

File an Annual Report

All LLCs based in Massachusetts, whether domestic or foreign, are required to submit an annual report to the Secretary of the Commonwealth Corporations Division — this due each year by the date your LLC was initially registered.

You’re able to submit this report either online ($520 filing fee), by fax ($520 filing fee), or by mail ($500 filing fee).

The purpose of this annual report, aside from keeping your LLC in good standing, is to ensure the public records remain up-to-date regarding your LLC’s key details.

Note: It’s important to file the report on time as you’ll be charged a penalty of $50 for each month after the deadline you submit it.

Massachusetts vs Other States

Forming an LLC in Massachusetts offers both notable benefits and significant drawbacks compared to other states.

One of the major advantages is the state’s Economic Development Incentive Program (EDIPC), which provides tax credits ranging from 10% to 40% against corporate excise liabilities or personal income tax for businesses that stimulate job creation and operate in distressed areas.

Additionally, the Economic Opportunity Area Credit (EOAC), part of the EDIPC, offers a credit of up to 50% of the corporate excise liability or personal income tax, with unused credits carried over for up to ten years. Businesses can also receive nearly $5,000 in additional credit for each job created.

However, forming and maintaining an LLC in Massachusetts is comparatively quite expensive. The high initial formation and ongoing costs of around $500 each can be burdensome for small businesses — especially considering other popular alternatives such as Michigan ($50), Texas ($100), and Delaware ($90) all offer cheaper alternatives.

Regardless, keep in mind that the best state to form your LLC is almost always the state that you will be operating in; this is because otherwise you’ll likely be required to register as a foreign LLC in your home state, meaning that you’ll need to pay registration and maintenance fees twice.

Massachusetts Secretary of the Commonwealth

Mailing Address: William Francis Galvin
One Ashburton Place, Room 1717
Boston, MA 02108

Physical Address:
Corporations Division
McCormack Building
One Ashburton Place, 17th floor
Boston, MA 02108
Monday through Friday, 8:45 a.m. – 5 p.m.

Contact Information:

Email: corpinfo@sec.state.ma.us
Phone: 617-727-9640