Start Your LLC In Massachusetts with One IBC

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$199

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Agent fee

Registered Address

Document filing with the Secretary of State

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$499

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Includes everything in basic package

Comprehensive name check

Preparation of Articles of Incorporation

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Federal Tax ID (EIN) Obtainment Service

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Key Points for Massachusetts LLCs

Strong Legal Protections

Strong Legal Protections

Massachusetts LLCs provide personal liability protection, keeping members’ personal assets separate from business obligations.

Favorable Business Climate

Favorable Business Climate

The state offers robust support for startups, including access to funding, innovation hubs, and a skilled workforce.

Streamlined Filing System

Streamlined Filing System

Massachusetts offers online LLC registration and reporting through the Secretary of the Commonwealth’s website, making compliance simple and accessible.

Understanding Massachusetts LLCs

A Massachusetts LLC combines the liability protection of a corporation with the flexibility of a partnership, making it a popular choice for business owners seeking both security and ease of management. It’s known for its clear statutory framework and established filing system.

What is a Massachusetts LLC?

A Massachusetts LLC shields members from personal liability for business debts while allowing flexible governance. It may be managed by its members or by appointed managers, and internal rules are typically governed by an operating agreement.

A Massachusetts LLC offers several benefits, including:

Asset protection, pass‑through taxation (unless electing corporate treatment), flexible ownership, and comparatively straightforward formation procedures.

What is a Massachusetts LLC?
Why choose an LLC in Massachusetts?

Why choose an LLC in Massachusetts?

Choosing an LLC in Massachusetts gives you personal asset protection, tax flexibility, and the credibility of an official legal structure—all with a regulated but navigable statewide system.

Key Benefits Include:

Privacy Protection

Privacy Protection

Predictable Taxes

Predictable Taxes

No Double Taxation

No Double Taxation

Legal Environment

Legal Environment

Business Credibility

Business Credibility

Clear Guidelines

Clear Guidelines

Pros and Cons of an LLC in Massachusetts

Starting a Massachusetts LLC: Benefits

A Massachusetts LLC protects your personal assets from business liabilities, supports flexible management, and allows profits to flow through to members’ individual returns.

Taxation of a Massachusetts LLC

By default, LLCs in Massachusetts are treated the same as federal classification—single‑member LLCs are disregarded, and multi‑member LLCs are taxed as partnerships. LLCs electing corporate status are taxed accordingly.

Starting a Massachusetts LLC: Drawbacks

You must pay a relatively high filing fee to form and maintain the LLC (e.g. $500 to file, $500 annual report), publicly disclose member/manager names in formation documents, and comply with regulatory and tax reporting requirements.

Pros and Cons of an LLC in Massachusetts

Who Can Form an LLC in Massachusetts?

Any individual or business entity can form an LLC in Massachusetts, including non‑residents. There are no restrictions on the number or type of members.

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Types of LLCs in Massachusetts

Domestic LLC (Massachusetts-based LLC)

Domestic LLC (Massachusetts-based LLC)

A domestic LLC is formed under Massachusetts law (Mass. Gen. Laws Ch. 156C) and operates within the state. It offers limited liability protection, flexible management, and pass‑through taxation unless the LLC elects corporate taxation.

Foreign LLC (Out-of-state LLC registering in Massachusetts)

Foreign LLC (Out-of-state LLC registering in Massachusetts)

A foreign LLC is one formed in another state that wants to do business in Massachusetts. It must file a Certificate of Registration (Foreign LLC application) with the Massachusetts Secretary of the Commonwealth and maintain a registered agent in Massachusetts.

Professional LLC (PLLC)

Professional LLC (PLLC)

Massachusetts allows PLLCs for licensed professionals (e.g. attorneys, accountants, medical professionals). All members must hold the required professional license, and the formation must comply with professional licensing board requirements.

How to Start an LLC in Massachusetts

1

Choose a Business Name

Select a unique name that includes "LLC" or "L.L.C." and ensure it’s distinguishable from existing entities in Massachusetts. Use the Secretary of State’s name search tool to verify availability.

2

Appoint a Registered Agent

Designate a registered agent to accept legal documents. This can be an individual or a registered service company with a physical address in Massachusetts.

3

File the Articles of Organization

Submit Form LLC to the Massachusetts Secretary of State, providing LLC name, principal office address, and registered agent details.

4

Create an Operating Agreement

Though not required, it’s recommended to draft an Operating Agreement outlining ownership, governance, and profit distribution to reinforce liability protection and support tax compliance.

Massachusetts LLC Requirements

Age and Residency

Age and Residency

Number of Members

Number of Members

Management Structure

Management Structure

Registered Agent and Office

Registered Agent and Office

Name Compliance

Name Compliance

Massachusetts LLC Application

To start an LLC in Massachusetts, the key step is filing the Certificate of Organization (Form LLC-1) with the Massachusetts Secretary of the Commonwealth. This officially forms your business as a legal entity under state law.

Required Information

    The Certificate of Organization must include:

  • LLC name (must include “LLC” or equivalent)
  • Registered agent’s name and physical address in Massachusetts
  • Business office address (P.O. Boxes not accepted)
  • General character of the business
  • Name and address of each person authorized to execute documents
  • Whether the LLC will be managed by members or managers

Filing Options

  • Online: Submit through the Massachusetts Secretary of the Commonwealth’s online filing portal.
  • By Mail: Send completed Certificate of Organization with fee to: Secretary of the Commonwealth, Corporations Division, One Ashburton Place, Room 1717, Boston, MA 02108-1512.
  • In Person: Deliver to the same Boston address; expedited services may be available.

Post-Filing Requirements

  • Operating Agreement: Not required by the state but strongly recommended to define ownership and management rules.
  • Annual Report: Must be filed each year by the anniversary date of the LLC’s formation.
  • Foreign LLCs: Must file an Application for Registration and submit a Certificate of Legal Existence (also called Certificate of Good Standing) from their home jurisdiction.

Massachusetts LLC Taxation

Massachusetts LLC Taxation
Corporate Excise / Income Tax

Corporate Excise / Income Tax

If an LLC is classified (or elects to be taxed) as a corporation, it must pay Massachusetts corporate excise tax on net income and tangible property or net worth.

Pass‑Through & Member Taxation

Pass‑Through & Member Taxation

By default, LLCs are treated as pass-through entities; members pay Massachusetts income tax on their share of profits at the individual rate (5%).

Sales & Use Tax

Sales & Use Tax

LLCs selling goods or services subject to sales tax must collect and remit it. Use tax applies when goods are purchased out‑of‑state and used in Massachusetts.

Massachusetts LLC Annual Filing

What to File

What to File

LLCs must file an Annual Report with the Secretary of the Commonwealth, updating business name, address, registered agent, and management details.

Filing Deadlines

Filing Deadlines

The Annual Report is due each year on the anniversary date of the LLC’s formation.

Penalties & Consequences

Penalties & Consequences

Failure to file can lead to the LLC being marked delinquent and eventually administratively dissolved.

Expanding Your Massachusetts LLC

As your business grows, you may expand your Massachusetts LLC into other states. This involves registering as a foreign LLC in each state you plan to operate in and complying with their local rules.

Registering a Foreign LLC in Massachusetts

Registering a Foreign LLC in Massachusetts

If your LLC was formed elsewhere but will operate in Massachusetts, you must file a Foreign LLC Registration with the Secretary of the Commonwealth, submit a Certificate of Good Standing from your home state, and appoint a Massachusetts registered agent.

Doing Business in Other States

Doing Business in Other States

To expand outside Massachusetts, register your LLC as a foreign entity in each target state, appoint a local registered agent, file required documents, and meet each state’s tax and licensing rules.

Find The Right State To
Form An LLC

Every state has different rules, costs, and considerations for LLC formation.

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Doing Business in Massachusetts

Frequently Asked Questions

Yes, most states require you to have a registered agent to handle legal documents and notices during business hours.

While not always required by law, having an operating agreement is a smart move to outline your LLC’s rules and avoid disputes down the road.

An EIN is a federal tax ID; most LLCs need one to open a business bank account, file taxes, or hire employees.