Massachusetts Secretary of State LLC forms must be filed in order to form an LLC in the state of Massachusetts, also called a domestic limited liability company. The most important one of these forms is the Certificate of Organization.

How To File the Certificate of Organization

When the Certificate of Organization is filed, the LLC is officially formed. Here are some things you should know regarding this filing:

  • The document may be filed online or by USPS mail.
  • For online filing, the fee is currently $520.
  • For filing by mail, the fee is currently $500.
  • You must file two copies of all documents, accompanied by the filing fee.
  • It takes three to five business days for processing to be completed, not including the time required for mailing.
  • Expedited processing is available for an extra charge equivalent to 4.5 percent of the filing fee.
  • Massachusetts requires an Employee ID Number to be obtained before you file the Certificate of Organization.

Information Required on the Certificate of Organization

On the Certificate of Organization Form, you must provide information about your LLC, including:

  • The Federal ID number of the LLC, if you have one.
  • The LLC name.
  • An address within the state of Massachusetts where the LLC's records will be kept.
  • Any certification required for professional licensing within the state.
  • The date the LLC is set to dissolve, if any.
  • The name and address of the LLC's registered agent, along with signed documentation of the registered agent's consent to serve.
  • The names and addresses of each member or manager who is involved with the LLC within the state.
  • The names of addresses of everyone who is authorized to sign documents on behalf of the company.
  • Any other information that is considered important for inclusion.
  • The signature of the person who is forming the LLC.

Amendments to the Certificate of Organization

There are several reasons that an LLC must amend its certificate of organization to reflect any change of information from the original certificate. For example, if the LLC was member managed, and will be managed by appointed managers instead, it must be indicated on an amendment. It must also be amended when there is a change in the person authorized to sign documents on the LLC's behalf, or a member is added. If any of the information on the original certificate was found to be false or incorrect, an amendment must be filed.

The amendment certificate must include the name of the LLC, the Federal ID number, business address, and name of each manager. It also needs to include the name and address of each person who is authorized to sign on the LLC's behalf, along with the registered agent's name and address.

There is a $100 fee for the certificate of amendment, and it is considered effective immediately when it is filed.

Filing Your Annual Reports

Each year, an annual report needs to be filed with the state Corporations Division. This must be done by the anniversary date of the original certificate's filing. On the report, you need to include all of the information on the certificate of organization along with any other information that is relevant. The fee is currently $500 to file an annual report. Filing this report is required to keep your LLC in good standing and authorized to do business within Massachusetts.

You can file your report online or by USPS mail. If you file online, the fee for filing is currently $520, which includes an extra $20 fee for online filing. Either way, your report will be processed within two to three days. If you don't know your LLC's anniversary date, it can be located on your company's certificate of organization as the date it was approved.

Failure to file an annual report results in your company becoming delinquent, and after two years the state will force your LLC to dissolve. You should receive a reminder from the state, which will be sent to the LLC's business office, a couple of months before it's due. However, you should keep track of the date yourself instead of counting on the state to notify you.

Change of Registered Agent or Business Office

Your appointed registered agent need not be a permanent designation, and it's also possible that your registered agent may change their address. If this happens, you must file a certificate with the Secretary of State with this information.

If your registered agent resigns from their position with your LLC, a statement of resignation must be filed, with a copy also sent to the LLC business office.

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