Key Takeaways

  • The Massachusetts Secretary of the Commonwealth manages all business filings, including LLC formation, annual reports, and compliance documents.
  • To start a business, you must file a Certificate of Organization and comply with naming, registered agent, and reporting requirements.
  • Massachusetts LLCs must adhere to both state laws (M.G.L. Chapter 156C) and new federal rules under the Corporate Transparency Act (CTA).
  • The Secretary of State’s Corporations Division provides online services for formation, annual report filing, and business record searches.
  • Understanding business licenses, local permits, and federal reporting obligations helps maintain good standing and avoid penalties.

The Mass. secretary of state LLC is the individual with whom you'll be filing documents, such as the certificate of organization, during the process of forming your LLC in Massachusetts. You will also file documents with the secretary of state of Massachusetts to keep your formed LLC in good standing.

What Is the Mass Secretary of State LLC?

The Massachusetts Secretary of the Commonwealth serves as the main public information officer for the government of Massachusetts. Currently, William Francis Galvin is serving as the Massachusetts Secretary of the Commonwealth.

Once you file the articles of organization with the secretary of state of Massachusetts, the secretary of state will grant a charter that legally recognizes the LLC as a separate legal entity that possesses its own liabilities, rights, and privileges distinct from those held by the owners.

Role of the Massachusetts Secretary of State in Business Filings

The Massachusetts Secretary of the Commonwealth—often referred to as the Secretary of State—oversees all business entity records and filings through the Corporations Division. This office is responsible for registering new limited liability companies (LLCs), corporations, and partnerships within the state.

For anyone researching Massachusetts Secretary of State business records, the Corporations Division provides a searchable online database to check business name availability, verify company status, or access filed documents. This transparency allows entrepreneurs, investors, and regulators to confirm an entity’s legitimacy before conducting business.

In addition to formation, the Secretary of State also manages annual reports, foreign entity registrations, and dissolution filings. Businesses can file these documents through the Massachusetts Secretary of State’s Online Filing System, ensuring timely compliance with state law.

What Is the Certificate of Organization?

The certificate of organization is the document that must be executed to form a domestic LLC. One or more individuals can file this document. This document needs to be filed with the Corporations Division of the Secretary of the Commonwealth to form your LLC.

The purpose of the certificate of organization is to set forth the following:

  • The LLC's name
  • The LLC's federal employer identification number

Steps to Form an LLC with the Massachusetts Secretary of State

To form an LLC under the Massachusetts Secretary of State business system, you must complete the following steps:

  1. Choose a Unique Business Name: Confirm availability through the Secretary of State’s online business database.
  2. Appoint a Registered Agent: The agent must have a physical Massachusetts address to receive legal and tax correspondence.
  3. File the Certificate of Organization: Submit this document online or by mail to the Corporations Division. The filing fee is typically $500.
  4. Obtain an EIN: Apply through the IRS to get your Employer Identification Number for tax purposes.
  5. Draft an Operating Agreement: Although not required, it’s strongly recommended to outline member responsibilities and profit-sharing terms.
  6. Comply with Local Permits and Tax Obligations: Depending on your location and industry, you may need municipal licenses or state tax registrations.

Once the Certificate of Organization is approved, your business becomes an official legal entity in the Commonwealth of Massachusetts.

How to Choose a Name for an LLC

The LLC's name needs to include the words "limited liability" or "limited liability company." The name can also include abbreviations like LC, L.L.C., LLC, or L.C. as an alternative. Examples of restricted words for LLC names are bank, university, and attorney. If you want to include any of these restricted words in the name of your LLC, you will need to fill out extra paperwork. You may also need to have an individual with a relevant license join the LLC.

In general, words that would cause individuals to confuse your company with a government agency are prohibited. Some of these words include Treasury, FBI, and Secret Service. You can include the name of a manager or member in the LLC's name.

The name you choose for your LLC cannot be the same or too similar to the name of any limited partnership, LLC, or corporation organized or reserved under the Commonwealth laws. The name also cannot be too close to that of an entity licensed or registered as a foreign limited partnership, foreign corporation, foreign LLC in the Commonwealth. The only exception to this rule is if you're able to obtain written consent from the limited liability company, corporation, or limited partnership.

You should also think about a good professional email address when selecting a name for your LLC. You can use Google apps to get a professional email. Google apps can also provide you with access to business-grade security, top business tools, and cloud storage.

Additional Naming and Trademark Considerations

When selecting a name under the Massachusetts Secretary of State business registry, it’s not enough for the name to be unique — it must also comply with both state and federal trademark law. Before filing, it’s advisable to conduct a trademark search using the U.S. Patent and Trademark Office (USPTO) database. This prevents conflicts that could lead to rebranding costs or legal disputes later.

If your business intends to operate under a different name, you must file a “Doing Business As” (DBA) certificate with the local city or town clerk. Remember, Massachusetts law prohibits misleading names that imply association with government agencies or financial institutions unless authorized.

What Does the Certificate of Organization Need to Include?

You need to include in the certificate of organization the street address of the Commonwealth office where the records for your LLC will be kept and maintained. In the certificate of organization, you should provide a general description of the company. You also indicate whether the LLC is authorized to provide professional services. If so, you need to describe the services that will be rendered. Include the name and address of every owner or manager who will be responsible for providing a professional service. Finally, you need to include a statement that the LLC will abide by the provisions of liability insurance. These provisions are listed out in M.G.L. Chapter 156C, §65.

If your LLC will provide a professional service, you will need to provide certificates from applicable regulating boards along with the certificate of organization. The certificate should confirm that each owner or member who will provide a professional service is duly licensed.

The certificate of organization should indicate the date of dissolution, if relevant. Include the business address and name of the agent for service of process on the certificate. You also need to include the consent of the agent on the certificate. Include the business address and name of any managers. This is particularly important if the business address is different from the LLC's location.

Indicate the business address and name of any individuals other than the managers who are able to execute documents that will be filed with the Corporations Division of the Secretary of the Commonwealth. If there are no managers, you need to name at least one person.

Ongoing LLC Compliance and Reporting Requirements

Once your LLC is formed, maintaining compliance with the Massachusetts Secretary of State business system is crucial. Every domestic and foreign LLC must:

  • File an Annual Report: Due on the anniversary of the LLC’s formation, this filing updates business addresses, member information, and registered agent details. The fee is $500 for paper filings or $520 online.
  • Keep Registered Agent Information Current: Any change to your agent or business address must be reported promptly to the Corporations Division.
  • Maintain Good Standing: Failure to file annual reports or pay applicable fees can result in administrative dissolution.
  • Comply with Federal Rules: Under the Corporate Transparency Act (CTA), most LLCs must file Beneficial Ownership Information (BOI) with the U.S. Department of Treasury’s FinCEN. The filing identifies owners with 25% or more ownership and must be updated for any changes.
  • Renew Local Licenses and Tax Registrations: Many Massachusetts municipalities require annual renewal of local permits, such as business or health department licenses.

Keeping accurate records and maintaining compliance with both state and federal requirements helps protect your LLC from penalties, fines, and potential loss of liability protection.

Key Massachusetts Business Laws and Resources

Massachusetts business entities are governed primarily by:

  • M.G.L. Chapter 156C (Limited Liability Companies) – outlines LLC formation, operations, and dissolution.
  • M.G.L. Chapter 156D (Business Corporation Act) – governs corporations, including shareholder rights and officer responsibilities.

You can access resources and file required documents through the Secretary of the Commonwealth’s Corporations Division at www.sec.state.ma.us. The site provides downloadable forms, filing instructions, and access to the Business Entity Search database.

If you’re unsure how to structure or maintain your LLC, you can find a qualified business attorney on UpCounsel to ensure compliance with both state and federal laws.

Frequently Asked Questions

  1. How do I look up a Massachusetts business?
    You can use the Massachusetts Secretary of State Business Entity Search tool to check if a business name is available, verify company details, or access filed documents.
  2. How much does it cost to form an LLC in Massachusetts?
    The standard filing fee for the Certificate of Organization is $500. Additional fees apply for expedited processing or foreign entity registration.
  3. Do Massachusetts LLCs need to file annual reports?
    Yes. Every LLC must file an Annual Report each year on its anniversary date to remain in good standing.
  4. What is the Corporate Transparency Act (CTA)?
    The CTA requires most LLCs to report their Beneficial Ownership Information to FinCEN starting in 2024 to promote transparency and prevent financial crimes.
  5. Where can I get help forming or maintaining my LLC?
    You can find experienced Massachusetts business attorneys on UpCounsel who can help with formation, compliance, and ongoing legal support.

If you need help with Mass secretary of state LLC, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.