Massachusetts Limited Liability Company Certificate of Organization

Last Revised: August 7, 2019.

About this Form

A certificate of organization form, known in other states as an articles of organization, is the document that one must complete and submit to the commonwealth to establish the creation of an LLC within Massachusetts. It sets forth the name of the proposed company and contact information for its registered agent, among other details. It may include other provisions, provided that they are not inconsistent with commonwealth law. The purchased version of this form is guaranteed compliant with the laws of the Commonwealth of Massachusetts. It comes complete with instructions and filing information for creating an LLC within the commonwealth.

Accepted Filing Methods

Massachusetts accepts the filing of a certificate of organization form via U.S. mail or online via the Secretary of the Commonwealth's online system for e-filing documents.

Name Availability & Requirements

The requirements for naming an LLC within the commonwealth are set forth in Mass. Gen. Laws ch. 156C, § 3. The name of the LLC must contain the words "limited liability company", "limited company" or the abbreviation L.L.C., L.C., LLC or LC. The name must be distinguishable from those of all other entities on file with the commonwealth. It may not infringe on any active trademark registered with the commonwealth or the U.S. Patent and Trademark Office. One may search online Massachusetts's trademark database and the USPTO's trademark database.

One may determine the availability of a proposed business name for use within Massachusetts by querying the commonwealth's official Business Search tool.

Required Fees

Massachusetts imposes a fee of $500 for the filing and processing of a certificate of organization, in addition to a recurring $500 annual report fee. Massachusetts requires the filing of an annual report containing all of the information included in the original certificate of organization.

Statutory Authority & Requirements

The statutory authority for an LLC within the commonwealth is the Massachusetts Limited Liability Company Act (Mass. Gen. Laws ch. 156C et seq).

The statutory requirements for a valid certificate of organization filing are codified in Mass. Gen. Laws ch. 156C, § 12. The text of the statutes read as follows:

§ 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.