Key Takeaways

  • The Massachusetts Secretary of the Commonwealth offers a free tool to conduct a Massachusetts LLC search.
  • You can search by entity name, ID number, or individual associated with the LLC.
  • Search results reveal vital business information, such as status, filing date, and registered agent.
  • Understanding different statuses like "Involuntarily Dissolved" or "Withdrawn" is critical before doing business with or forming an LLC.
  • You must file a Certificate of Organization to form an LLC and submit annual reports to remain in good standing.
  • You can perform name availability checks and file corrections or amendments through the Corporations Division website.

Performing an LLC lookup Massachusetts is one of the first steps in forming a domestic limited liability company. 

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. 

Why Perform a Massachusetts LLC Search?

Conducting a Massachusetts LLC search is useful for:

  • Name availability: Ensures your desired LLC name isn’t already in use.
  • Due diligence: Verify the status of another business before signing contracts or forming partnerships.
  • Entity information: Find out when an LLC was formed, its legal standing, and its registered agent.
  • Compliance tracking: Businesses can use the search tool to monitor their own filings and make sure annual reports are current.

How to Search for an LLC in Massachusetts

To perform a Massachusetts LLC search, use the Corporations Division Business Entity Search tool. Here’s how:

  1. Go to the Search Tool: Visit the Massachusetts Secretary of the Commonwealth’s website.
  2. Choose Search Criteria: You can search by:
    • Entity name (recommended for new LLCs)
    • Individual name (useful for checking affiliations)
    • Identification number
  3. Use Search Tips:
    • Leave off punctuation and "LLC" or "L.L.C."
    • Choose “Begins with” to get the broadest results
    • Set “Items per page” to 100 to review more at once
  4. Review Results:
    • You’ll see details like the entity’s name, ID number, date of formation, current status (e.g., Active, Involuntarily Dissolved), and registered agent information.
    • Clicking an entity’s name shows more data, including past filings, managers, and officers.

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.  

Understanding LLC Statuses in Massachusetts

When using the Massachusetts LLC search tool, you’ll encounter various statuses that indicate a business’s current standing:

  • Active: In good standing and compliant with state filings.
  • Involuntarily Dissolved: The state dissolved the LLC due to noncompliance (e.g., missing annual reports).
  • Withdrawn: Indicates the business has officially exited Massachusetts (typically foreign LLCs).
  • Cancelled: The LLC has filed for cancellation and ceased operations.

If an LLC has been dissolved or canceled, it may be reinstated if the business files overdue reports and a reinstatement application.

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

How to Reserve an LLC Name in Massachusetts

If you're not ready to form your LLC but want to secure your business name, Massachusetts allows you to reserve a name:

  • File a Name Reservation Application with the Secretary of the Commonwealth.
  • The reservation lasts for 60 days and can be renewed once.
  • This can be done online or by mail with a $30 filing fee.

This step is optional but helpful if you're still organizing your LLC paperwork or planning ahead.

Correcting or Updating LLC Information

Sometimes, information in the Certificate of Organization or on file with the Secretary of the Commonwealth needs to be updated. Common updates include:

  • Changing the business address or registered agent
  • Updating manager or member information
  • Correcting typographical errors

To update your LLC’s details, file the appropriate amendment or correction form through the Secretary of the Commonwealth’s Corporations Division. The changes become effective upon filing unless otherwise specified.

Frequently Asked Questions

  1. Is the Massachusetts LLC search free to use?
    Yes, the business entity search tool on the Secretary of the Commonwealth’s website is free to the public.
  2. What should I do if my desired LLC name is already taken?
    You’ll need to choose a different name that is distinguishable from existing business entities. Minor changes like punctuation or grammar won’t be enough.
  3. Can I find an LLC’s registered agent through the search?
    Yes. The entity details page will list the current registered agent and their address.
  4. How do I reinstate a dissolved Massachusetts LLC?
    You must file an Application for Reinstatement and submit any outstanding annual reports. Once approved, your LLC will be returned to active status.
  5. Do I need to reserve a name before forming an LLC?
    No, but name reservation is an option if you’re not ready to file formation documents and want to secure your name for 60 days.

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