You have a big idea, truckloads of ambition, dreams of a thriving Massachusetts LLC, and you’re mentally prepared to make it happen. But the Chinese philosopher Lao Tzu once said, “a journey of a thousand miles begins with a single step,” and for you, that first step is filing the Certificate of Organization.
With such grand plans, the last thing you might want to do is file paperwork, but completing the Certificate of Organization is what authenticates your LLC, making it official in Massachusetts. It’s perhaps the most important step in starting your Massachusetts LLC. Following this guide will help take the tedium out of paperwork and get your business started quickly.
But before you dive into the Certificate of Organization, you should have a few pieces of information ready to help streamline the process.
Quick Note: If you’d like to have an online service file the Certificate of Organization for you or simply need to save time, hire an LLC formation service. Two popular options are LegalZoom and ZenBusiness.
Choosing an LLC Name
Before anything else, you will need to decide on an LLC name. You must include a business name on your Certificate of Organization, and if the Secretary of the Commonwealth deems that name unacceptable or unavailable, the document will be rejected, so make sure you nail down a good name right away.
Any name you choose must adhere to Massachusetts’ business name requirements. This means it must use the words “limited liability company,” or “limited company,” or one of the following abbreviations: “L.L.C.,” “L.C.,” “LLC,” or “LC.” Equally important, it must be distinguishable and not “deceivingly similar” to any other business names reserved or registered with the Secretary of the Commonwealth. Unsure if your name is taken? Perform a name search to find out.
Once you’ve found your perfect name, include it on your Certificate of Organization to automatically register it. In the event that you’re not quite ready to file an LLC, you can place a 60-day hold on your name by submitting a name reservation request.
Choosing a Massachusetts Resident Agent
A resident agent is your LLC’s liaison to the commonwealth, the mediator who takes care of all your important legal, tax, and compliance documents, keeping your business in good standing. When filing the Certificate of Organization, you must include your resident agent’s name, address, and signature of consent, so make sure you’ve made this arrangement before sitting down to form your LLC.
A valid resident agent falls into one of two broad categories: individuals and business entities. An individual agent must be a Massachusetts resident with a physical address in the commonwealth, and a business entity agent, like a resident agent service, must be authorized to do business in the commonwealth
Quick Note: If your first choice doesn’t work out, don’t worry. You can always change your resident agent in the future.
Preparing to File Your Massachusetts Certificate of Organization
Now for the main event: the Certificate of Organization. Here’s your opportunity to get your LLC officially on record and authorized to conduct business in Massachusetts.
When it comes to LLC formation, the Certificate of Organization is supreme, the fulcrum on which your business balances. But even as a critical document, it’s pretty short and sweet. Collect all the necessary information beforehand and you can complete it in one brief sitting. Here’s what you’ll need:
- Federal Identification Number
- The LLC name
- The LLC address
- A business purpose
- Date of dissolution (if applicable)
- Resident agent name and address
- Name and business address (if different from LLC address) for each manager
- Names and addresses for any person authorized to “execute, acknowledge, deliver and record any recordable instrument purporting to affect an interest in real property recorded with a registry of deeds or district office of the land court”
- Resident agent signature
- LLC contact information (including phone number and email address)
Not bad at all. In fact, the most difficult part of the Certificate of Organization will be paying for it. Mailed and in-person submissions cost $500 while electronic and faxed submissions cost $520, so write this cost into your LLC budget.
On the plus side, the processing time is fairly quick – 24 to 48 hours.
Gathered your information? Prepared your payment? It’s time to file. The commonwealth is flexible about how you submit your document, offering four different options.
Get started by accessing the Corporation Online Filing System and clicking the link at the top, next to “If you are forming a new entity.” On the next page, select “Certificate of Organization” under “Domestic Limited Liability Company,” and you’ll be directed to input your information.
Filing by Mail
Download and fill out the paper application. Once finished, include a check for your $500 payment and mail it to:
Secretary of the Commonwealth, Corporations Division
One Ashburton Place, 17th floor
Boston, MA 02108-1512
In Person Filing
If you’re local to Boston, feel free to hand-deliver your format the same address if you’d like.
Faxed documents require the inclusion of a Fax Voucher Cover Sheet. When you’ve completed the forms, fax them to (617) 624-3891.
What About Foreign LLCs?
The process outlined above works for domestic LLCs (those formed in Massachusetts), but what if your business is expanding to Massachusetts from another state? In this case, you won’t need the Certificate of Organization. Instead, you’ll follow the requirements for foreign LLCs.
All out-of-state LLCs who want to do business in Massachusetts must foreign qualify by filing an Application for Registration via mail, fax, or hand-delivery. Don’t attempt to conduct business activities in the commonwealth without having successfully filed this form, because this could result in serious fines and penalties. The $500 filing fee is steep, but it’s much easier than dealing with the legal consequences of operating without foreign qualification.
Want Help Filing Your Certificate of Organization?
Let’s be honest: you’ve got a lot on your plate. Filing paperwork can take time away from your other tasks, ones more focused on setting your budding LLC up for success.
The good news is that you don’t need to file the Certificate of Organization yourself. But if an attorney is out of your price range, hiring an LLC creation service is a great option.
There’s no shortage of business incorporation services out there, but not all of them are equal. Each one offers different packages, costs, and processing times, so it’s important to find the right fit for your LLC.
While each service has optional upgrades and perks packages, on the most basic level, they will review your business information, prepare your formation documents, and submit them to the Massachusetts Secretary of the Commonwealth. They will complete everything outlined in this guide and notify you when your Certificate of Organization has been filed. You won’t have to lift a finger.
There are other benefits too. Some services will include a year of free resident agent service when you hire them. Other services offer order tracking, notifications on future documents (like Annual Reports), assistance drafting your operating agreement, or coverage of certain LLC formation costs.
Which is the Best LLC Service?
All you need to do now is research every service extensively and make side-by-side comparisons for each option. Easy, right? Just kidding – we did all of that for you.
And from our meticulous research of reviewing and ranking the top LLC services, we’ve drawn the conclusion that IncFile and Northwest are your best overall options.
They might not have the brand recognition of LegalZoom, the industry giant, but both have amazing customer support, affordable prices, and include a year of resident agent service.