How To Fill Out The Massachusetts Certificate of Organization


How To Fill Out The Massachusetts Certificate of Organization

The Massachusetts Certificate of Organization is the official document filed with the Massachusetts Secretary of the Commonwealth to establish a Limited Liability Company (LLC). After the filing is approved by the state, the business can officially begin operating and register for the necessary business licenses and permits.
To file the Massachusetts Certificate of Organization, you will need to submit the completed form to the Massachusetts Secretary of the Commonwealth. The form can be completed and sent by mail or filed online.

Anyone can learn how to form their own LLC, but using an entity formation service like Zenbusiness, Northwest, and IncFile guide you through the LLC formation process, so you will save time and know everything was done right.

IncFile is currently running a special where you only pay state fees for your LLC formation!

Let’s go over how to fill out the LLC Certificate of Organization in Massachusetts. To get started, visit the Massachusetts Secretary of the Commonwealth’s website.

Step 1: Enter the FEIN of the LLC

Massachusetts LLC FEIN

The FEIN, or Federal Employer Identification Number, is a unique nine-digit number that the Internal Revenue Service (IRS) uses to identify a business.

It’s not common to already have this number because if the name of the LLC (next step) and name the IRS has on file aren’t exactly the same, you may have trouble filing taxes.

This section is optional, so if you don’t already have a FEIN assigned, jump to step 2.

Related: How to register for an EIN

Step 2: Pick a Name for the LLC

Massachusetts LLC Name

The next step in filling out the Massachusetts Operating Agreement is to pick a business name.
There are a couple of requirements when choosing a Massachusetts LLC name.

1. The name of your LLC must not be too similar to the name of another business entity already registered with the state of Massachusetts. You can verify name availability by doing a Massachusetts LLC name search with the Massachusetts Secretary of the Commonwealth to be sure the LLC name is available.

2. The name of the LLC must include one of the following entity identifiers at the end of the business name:
– Limited Liability Company
– Limited Company
– L.L.C.
– L.C.
– LC

Enter the LLC name including the identifier to continue. If you choose a name that is taken, the Secretary of the Commonwealth will return your application.

Step 3: List the General Character of the Business

Maryland LLC Purpose Statement

In this section, the general character of the business refers to providing an overview of what the business does.

If you want to keep the business purpose more open-ended, you can add “and engage in any lawful business activity for which a Limited Liability Company may be organized in Massachusetts” in addition to the original purpose statement.

Related: How to Answer the Business Purpose Statement.

Step 4: Choose a Date of Dissolution

Massachusetts LLC Date of Dissolution

This is an optional section, however, if you have a specific date of dissolution, enter it in this section. This is more common for investment-related LLCs.

If you don’t have a specific date in mind, skip over to step 5.

Step 5: Appoint a Resident Agent

One requirement to have an LLC in Massachusetts is to appoint a Massachusetts resident agent. The registered agent is a party that is physically located in the state of Massachusetts that will receive important notices and service of process (which means to accept papers that start a lawsuit) on behalf of the LLC.

Provided the LLC member lives in the state of Massachusetts, they may act as the registered agent or the agent can be an adult resident of the state or resident agent service.

Related: Should you be the resident agent?

The resident agent must sign off and agree to act as the LLC’s agent.

Step 6: List the Names of LLC Managers

If the LLC will be Manager-Managed LLC, meaning the members hire a manager to run the LLC, similar to a CEO of a corporation, enter the name and address of the managers in this section.  Otherwise, leave this section blank.

Step 7: Enter the Names of LLC Members

In this section, provide the name and address of the members of the LLC. This is commonly used for LLCs and where the name of the owner would typically go.

Step 8: Include Names of Authorized Signers for Real Estate

Massachusetts LLC Real Estate

If the LLC is involved with buying and selling real property such as real estate, enter the name and address of all individuals who are authorized to sign these types of documents.  If the LLC is not involved in real property transactions, skip this section.

Step 9: Include Any Additional Information

If there are additional rules that should be applied to the LLC, enter those in this section.

Step 10: Sign the Certificate of Organization

At least one authorized person (named in the steps above) will review the Certificate of Organization and then provide a signature, along with the filing fee.

You’ve filed your Massachusetts LLC Certificate of Organization! Now what?

After the LLC is officially filed with the Massachusetts Secretary of the Commonwealth, there are a few additional things to follow up on. Below is a list of some of the tasks to consider.

Prepare a Massachusetts LLC Operating Agreement

The operating agreement is an internal document that covers items like ownership rights, profit and loss distribution, member responsibilities, and more.

Massachusetts Statute Chapter 156C states that an LLC Operating Agreement is optional.  Despite the Operating Agreement not being required, it is recommended to have one as it can help to prevent disputes among members and protect the LLC’s legal status.

Related: How to Create a Massachusetts Operating Agreement

Obtain an EIN

The EIN or Employer Identification Number (also called a Federal Employer Identification Number or FEIN) is a unique 9-digit tax identification number that is assigned by the Internal Revenue Service (IRS).

The EIN will be needed before filing business tax returns, opening a bank account, hiring employees, registering for business licenses and permits, and more.

Related: How to Apply for an EIN

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