LLC Lookup Massachusetts: Everything You Need to Know
Performing an LLC lookup Massachusetts is one of the first steps in forming a domestic limited liability company. 3 min read
Massachusetts LLC Lookup
When determining your LLC name, it must be unique and follow Massachusetts requirements. Prior to choosing a name, there are a few requirements to keep in mind:
- The name must include LLC or L.L.C.
- You cannot use the words Corporation or Incorporated or their abbreviations.
- The name must be different or unique and easily distinguishable from other businesses.
- Just adding LLC versus Limited Liability Company at the end is not enough of a unique identifier.
For example, Smith Farms, LLC instead of Smith Farms, Inc. or Smith Farms, L.L.C., is not unique.
To do a search, check the Corporations Division Business Entity Search. Start by choosing "Search by Entity Name" and then use the "Enter Name" box to type your desired name. Leave off any punctuation and LLC ending, and don't worry about capitalization. Keep the search type as "Begins with." Change the number of items to display to 100 and then hit "Search Corporations."
If you're not completely sure your name is unique enough, you can attempt to file the paperwork and risk that they will reject it, advising the name must be changed.
Limited Liability Company Information
In order to become active, you first need to file a Certificate of Organization. The Certificate of Organization provides a variety of pieces of important information. This includes:
- Federal Employee Identification Number
- Name of the LLC
- Street address
- Business purpose
- Name and address of LLC's registered agent
- Name and address of each manager if different from the office
- Other pertinent information
Whoever is forming the LLC needs to be the one to sign the Certificate of Organization. The Certificate of Organization should be filed with the Corporations Division.
Once the LLC Is Formed
In the event of certain changes, like a newly authorized signatory, the Certificate of Organization must be altered. If a manager or member learns that any statement in the Certificate of Organization was false at the time it was made, or any other change makes the certificate now false, it must be immediately amended to correct it. The amendment has to be signed by someone with the authority to sign documents on behalf of the LLC, like a manager. It will become effective once it's filed unless you specify a later date for it to take effect.
Every year, you are required to file an annual report that has all the information in the Certificate of Organization, plus any changes. The annual report must be filed with the Corporations Division before or on the anniversary of the date the original Certificate of Organization was filed.
If you need to change the name of your registered agent or their address, you must file a Certificate of Statement of Change of Resident Agent/Resident Office. If the resident agent needs to resign, they need to file a Statement of Resignation with the Massachusetts Corporations Division. They must provide a copy to the LLC as well.
If the LLC needs to file for reinstatement after an administrative dissolution, you must file an Application for Reinstatement Following Administrative Dissolution by fax, along with providing a PDF version of the Limited Liability Company Application for Reinstatement Following Administrative Dissolution. You can apply for reinstatement at any time. But first, any annual reports that are past due must be filed.
The newly restated Certificate of Organization will take the place of the initial one. LLCs have the right to merge or consolidate with other business entities and LLCs that were formed under the Commonwealth or another foreign jurisdiction. They must file a Certificate of Consolidation or Merger with the Corporations Division.
If the company won't be the surviving entity after the merger or consolidation, the certificate needs to be named a Certificate of Consolidation/Merger and Cancellation. This can be executed by a manager, authorized person, court-appointed fiduciary, or trustee.
If you need to file a Certificate of Cancellation with the Corporations Division, it needs to include:
- Federal Employer Identification Number
- Name of the LLC
- Original filing date of the Certificate of Organization
- Why you're filing the cancellation certificate
- What the effective date is
- Any other pertinent information
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