How to File Massachusetts LLC Certificate of Organization
A lot goes into the conception and planning of a new business. It is the Certificate of Organization that makes the LLC official. Being prepared before sitting down to complete the application will help you finish it efficiently.
First, have all of the required information handy. You will be asked for the following information:
- The name and address of the Massachusetts LLC
- The name, address, and signature of the resident agent
- The name(s) and address(es) of the LLC’s member(s) or manager(s)
- A general description of the business
Second, the cost of filing the Certificate of Organization is $500 for hard copy filing or $520 for filing by fax or online, so have a credit card or check ready to go.
Finally, processing time is between 24 and 48 hours.
When filing the Certificate of Organization, use one of the four methods below.
If filing the Certificate of Organization online, you will be required to first set up an account.
Filing by Mail or In Person
Applications and payments can be sent to the following address:
Secretary of the Commonwealth, Corporations Division
One Ashburton Place, 17th floor
Boston, MA 02108-1512
If filing by fax, a bar-coded Fax Voucher Cover Sheet is required. The application, which can be accessed above, and the cover sheet can be faxed to (617) 624-3891.
Want Help Filing Your Certificate of Organization?
If you decide to use your time building your business rather than completing paperwork, but don’t want to spend the money on an attorney, an incorporation service is a great compromise.
Lots of online incorporation services are out there but do vary in perks offered, processing times (theirs, not the state’s), and price.
In general, a service will collect and review your information, prepare the documents, and send them to the Commonwealth of Massachusetts Secretary of State. They will contact you when the Certificate of Organization has been filed.
One additional benefit offered by some services is a free year of resident agent service. Others offer order tracking or notifications of future legal requirements needed with the state.
After reviewing all the top LLC services available, we found IncFile and Northwest Registered Agent the best overall options. While neither of them have as high brand power as the industry giant, LegalZoom, both services have great customer support, prices and offer a free resident agent.
(Post Formation Checklist) After LLC Formation
After you have filed the formation documents with the state, it’s important not to overlook a few critical details.
On the federal level, most LLCs do not pay taxes directly to the government. Instead, they report income and losses on the owner’s personal 1040 tax returns. Schedule C is often used for reporting. Unless the LLC chooses to be taxed as a corporation, a single-member LLC is taxed as a Sole Proprietorship and a multi-member LLC is taxed as a Partnership.
Similarly, most LLCs will pay state tax on pass-through income via their personal income tax returns. The exception is if an election is made to tax the LLC as a corporation.
Unlike some states, Maryland does not require LLCs to pay a franchise or privilege tax. The Massachusetts Corporate Excise Tax does not apply to LLCs.
If your LLC has employees, you will need to pay a withholding and unemployment tax. Businesses that sell merchandise will need to pay a sales and/or use tax. In order to register for all of the above taxes, you will need to register with the Massachusetts Department of Revenue through MassTaxConnect.
Finally, an LLC may need to file and pay a local tax to a city, municipality, or county.
Licenses and/or permits may be needed before a business can begin operations.
A Commonwealth of Massachusetts professional license is required by a number of occupations, all of which are listed on Mass.gov, on the Division of Professional Licensure page. Requirements and fees vary according to the license.
Licenses may also be required on the local level. Check the website of the local municipality where your LLC will be located.
After an LLC is formed, an annual report must be filed with the Commonwealth of Massachusetts by the anniversary filing date of the Certificate of Organization. Like the filing fee for the Certificate of Organization, the cost of the annual report filing is $520 if filed online or by fax and $500 if filed by mail or in person. Processing time is 12 hours or less, once the report is put into the system.
If filing online, visit the Secretary of State’s website.
If mailing or delivering in person, use the following address:
Secretary of the Commonwealth
One Ashburton Place, Room 1717
Boston, Massachusetts 02108-1512
Annual reports can be faxed here: (617) 624-3891. Be sure to include a Fax Voucher Cover Sheet.