1. What Is the Mass Secretary of State LLC?
2. What Is the Certificate of Organization?
3. How to Choose a Name for an LLC
4. What Does the Certificate of Organization Need to Include?

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.

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

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.

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.

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