1. What's in Articles of Incorporation?
2. Amendments to Articles of Organization
3. Certificate of Organization for LLCs

Articles of Incorporation MA are the documents filed with the state to legally create a corporation. They are like the Certificate of Organization, which is the document that officially forms an LLC in Massachusetts.

What's in Articles of Incorporation?

Articles of Incorporation include how many directors will make up the board. If you fail to define the board of directors' size, you are subject to the Massachusetts default — if you have three or more shareholders, you are required to have a minimum of three directors. If there are only two shareholders, you cannot have fewer than two directors.

Members on the board of directors are not required to be Massachusetts residents, or even shareholders in the corporation, unless the bylaws or Articles of Organization require either of these two criteria. In addition, your Articles of Organization have to include the corporation's name, the number of authorized shares, and any supplementary information that isn't included in the articles. There also needs to be a minimum of one signature from an incorporator.

You can order certified copies of your Articles of Incorporation, or your Articles of Organization, in person, online, or by mail.

Amendments to Articles of Organization

If you need to make a change to any information in your Articles of Organization, specifically Article VIII, it must be done through a change of supplemental information. You cannot make any changes to your resident agent or his or her office on this particular form. Changes or additions to provisions in Article I through Article VI can be done through Articles of Amendment. If there are optional provisions in there, you are free to delete them with an amendment as well.

Consolidate all the corporation's amendments into a single document with a restatement of your Articles of Organization. Corporations can simultaneously amend their articles when a restatement is filed and include any amendments in the restated articles.

Certificate of Organization for LLCs

The Certificate of Organization can be filed by mail, online, or in person. No matter what method of filing you choose, the state will take 24 to 36 hours to approve the LLC. Filing fees are nearly identical, and approval times are the same, so you can choose whatever filing method works best for you.

You can get the Certificate of Organization form directly from the secretary of commonwealth website for Massachusetts. If you opt to file by mail, the applicable filing fee is $500. Make sure you complete all the steps if opting to file this way:

  • Fill in the form by hand with black or blue ink, or on your computer. Print on regular white letter-sized paper.
  • Enter your LLC's name, including the preferred designator, like LLC or L.L.C.
  • Enter your street address, which can be the office address, the resident agent's address, or your home address.
  • Enter your business purpose, which doesn't have to be extremely specific unless you prefer it to be. You can use just a few keywords like nail shop or landscaping business. If you want the purpose to be more open-ended, include a general use statement after the description. Note: The general use statement can't be the only use, or the filing will be rejected.
  • Set a duration for your LLC so the secretary of the commonwealth will know how long the business will exist. You can leave this blank if you want your LLC to be open-ended with no specific closure date.
  • Enter the name and street address of your resident agent, which has to be the exact name and street address entered earlier on the form.
  • You must include the name and addresses of all managers in a manager-managed LLC. If your LLC is member-managed, this section can be left blank.
  • Name the person and address of any authorized signers for member-managed LLCs. Manager-managed LLCs can leave this section blank or enter additional signers' names beyond those already listed on the form. For real estate LLCs, you need to enter the names and addresses of all members or managers who can sign real estate documents.
  • There is another section where you can add regulations and rules for your LLC. This section is not mandatory and can be left blank.
  • Sign your form and enter the name for the “consent of resident agent” section, which has to be an exact match to what you entered earlier.

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