Massachusetts LLC Formation Lawyers for Hire
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Why use UpCounsel to form an LLC in Massachusetts
Starting an LLC in Massachusetts with a business startup attorney on UpCounsel is easy, informative, and cost-effective. In just three simple steps, our LLC attorneys will help you protect your business and personal assets, and help you organize your business for state and federal compliance for limited liability companies.
When forming an LLC in Massachusetts with UpCounsel, the attorney you choose to help you will conduct a business name search for your Massachusetts LLC and assist you in preparing your LLC Operating Agreement, along with providing other legal services based on your needs. Once your Certificate of Organization have been prepared and successfully filed with the Massachusetts Secretary of the Commonwealth Corporations Division, your Massachusetts LLC has been formed and begins its existence as a corporate entity.
Requirements for Forming a Massachusetts LLC
Choosing a Company Name for Your LLC
One of the first steps in the process of forming your Massachusetts Limited Liability Company is to choose your business name.
The business name that you choose must contain the words "limited liability company" or the abbreviation "LLC" or "L.L.C." as the last words in the name of the limited liability company. The words "limited" and "company" may be abbreviated to "Ltd." and "Co.," respectively. Your LLC name may contain the name of one or more members.
It must be distinguishable (not the same as or deceptively similar to) the name of any Massachusetts Limited Liability Company or foreign LLC reserved or registered.
By using UpCounsel, you can choose several business names in order of preference. Your attorney of choice can then conduct a name check for your Massachusetts Limited Liability Company before filing to see which names are available. Once you have chosen an available name, your chosen LLC attorney can help you properly register your name with the State of Massachusetts.
Certificate of Organization: When forming an LLC in Massachusetts, the Certificate of Organization must be filed with the Massachusetts Secretary of the Commonwealth Corporations Division. Massachusetts state law requires that certain information be included in your Certificate of Organization when forming your Massachusetts LLC.
This information must include:
- The LLC's name and address.
- The LLC's purpose and general character.
- The LLC's registered agent's name, address, and signature.
- The duration of the LLC; however, if the Articles or operating agreement do not set forth a duration, its' duration is indefinite.
- Whether the LLC is run by managers or members; the name and address of each manager or managing member.
- The name(s) and address(es) of any people authorised to execute documents (there must be at least one if the LLC does not have a manager).
Additionally, a Massachusetts LLC formation generally requires inclusion and/or consideration of the following:
LLC Operating Agreement: Although the LLC operating agreement is not required with the Certificate of Organization, it is a good idea for every LLC with more than one member to have one. The Certificate of Organization may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement.
Membership: A limited liability company must have one or more members.
Eligibility Requirements: A natural person or an entity.
Resident Agent needed for a Massachusetts LLC
Remember every Massachusetts LLC must have a registered agent in the state, which is the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit. The statutory agent may be an Massachusetts resident or business entity authorized to do business in Massachusetts. However, the registered agent must have a physical Massachusetts street address.
Massachusetts Secretary of the Commonwealth
Once you create an LLC in Massachusetts, the Massachusetts Secretary of the Commonwealth will require that certain recurring responsibilities and duties be fulfilled. The most important of these are explained below.
For further information, contact the Massachusetts Secretary of the Commonwealth.
Recurring Responsibilities and Duties for Massachusetts LLCs
Annual Report: Each limited liability company shall provide an annual report to the Massachusetts Secretary of the Commonwealth Corporations Division regarding its financial condition to each of its members. It must be received by the LLC's anniversary month of its' filing and has a $500 annual fee.
Records: Each Massachusetts LLC must keep complete corporate records open to inspection at it' principal office.
Business Licenses: Business licenses and/or permits are required for most businesses. Contact the Massachusetts Secretary of the Commonwealth for specific licenses.
Filing Fees for a Massachusetts LLC
The processing fee for the Certificate of Organization is generally about $500 but may be expedited for additional fees. Also, the filing and reservation of the LLC's name is $30. These fees can change so it would be best to check with the Massachusetts Secretary of the Commonwealth on what the latest fees are. You may pay these fees in many different forms including cash, check, money orders, or debit and credit cards.
Taxes for a Massachusetts LLC
A Massachusetts LLC is not required to be a separate tax entity like a corporation; instead, it can be considered a "pass-through entity," so that the owners of the LLC report business losses or profits on their personal tax returns, just like in a partnership.
Massachusetts state law follows federal law for income tax purposes, while also imposing a tax based on the number of members of the Massachusetts LLC. Therefore if the LLC is classified as an association taxable as a corporation for federal income tax purposes, so will it be taxable as a corporation for state tax purposes.
Federal Income Tax: Unless you elect to tax the limited liability company as a corporation, the IRS will treat a single-member LLC in Massachusetts as a sole proprietorship for tax purposes. This means that the LLC itself does not have to pay taxes or file a tax return. Unless you elect to tax the Limited Liability Company as a corporation, the IRS treats multi-member LLCs as partnerships for tax purposes. This means that LLC owners will each need to pay taxes on their lawful share of the profits on their personal income tax returns, not just on the LLC itself.
Federal Tax Identification Number: Your LLC will need to obtain a federal tax identification number, which is also known as an Employment Identification Number (EIN). An EIN is similar to an individual's social security number. You will need an EIN for your LLC as long as there is one member, even if the LLC does not have employees. For certain tax filing requirements the attorney you choose on UpCounsel can help prepare your Federal Tax ID Application, if you have not done so already.
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