Massachusetts: Domestic LLC Formation Filing Requirements
The short answer
An ordinary Massachusetts LLC files a Certificate of Organization with the Secretary of the Commonwealth for a current $500 base fee. One or more authorized persons execute it, and the public record includes the LLC name, Massachusetts records office, general business character, resident agent and consent, any managers, and at least one additional authorized filer if there are no managers. The LLC forms when the Division files the certificate or on a specified later date; there is no publication or separate initial-report requirement, although annual reports later recur. Several live bills would reduce or waive the formation fee for some or all filers.
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This is the general rule in Massachusetts. Ezel applies current Massachusetts law to your specific facts and answers with citations to the statutes.
| Governing law and filing record | Massachusetts Limited Liability Company Act, G.L. c. 156C; Certificate of Organization filed with Secretary of the Commonwealth (§ 12) |
|---|---|
| Organizer and signature | One or more authorized persons execute; before formation, signer is person(s) forming LLC. Agent may sign; authorization need not be written/filed. Signature affirms truth under perjury penalties (§§ 12(a), 15) |
| Required entity and purpose terms | FEIN if available; compliant LLC name; general character of business; latest dissolution date only if specified (G.L. c. 156C §§ 3, 12(a); 950 CMR 112.11) |
| Addresses and service fields | Massachusetts records-office street address; resident-agent name/street address; agent's written consent in or attached to certificate (§ 12(a)(2)-(3); 950 CMR 112.11) |
| Management and owner disclosure | List every manager and address if managers exist. If none, say so and name at least one other person authorized to file documents; member/owner names otherwise not required (§ 12(a)(5)-(6); 950 CMR 112.11) |
| Optional and restricted provisions | May name real-property instrument signers and include other authorized-person-selected matters. Certificate/written agreement may set indemnity and liability limits, but not indemnify an adjudicated lack of good faith (§§ 8, 12(a)(8)-(9)) |
| Filing method, fee, and attachments | $500 base; file electronically, by authorized fax, mail, or personal/courier delivery. Agent consent may be on certificate or attached; no ordinary-LLC cover sheet or other mandatory attachment listed (950 CMR 112.09-.11; Secretary, July 29, 2026) |
| Formation and effective date | Formed when initial certificate is filed/approved, or on a later date certain stated in certificate, after substantial compliance. No maximum delay stated (§ 12(b); 950 CMR 112.10) |
| Publication and initial follow-up | No newspaper/database publication, proof filing, or separate initial report. § 12(c) requires later recurring annual reports, not an immediate post-formation report |
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Requirements one by one
Governing law and filing record
An ordinary Massachusetts domestic LLC forms under the Massachusetts Limited
Liability Company Act by filing a Certificate of Organization with the
Secretary of the Commonwealth's Corporations Division. General Laws chapter
156C, § 12 is the constitutive filing provision.
Organizer and signature
Section 12 permits one or more authorized persons to execute the certificate.
Because the LLC does not yet exist, § 15(a)(2) identifies the signer as the
person or persons forming it. The certificate needs at least one authorized
signature.
An agent, including an attorney-in-fact, may sign unless the operating agreement
provides otherwise. The authorization need not be written, sworn, acknowledged,
or filed, but a written authorization must be kept by the LLC. Signing the
certificate affirms under the penalties of perjury that its facts are true.
Required entity and purpose terms
The filing states the FEIN if available, exact LLC name, general character of
the business, and a latest dissolution date only if the organizers choose a
specific end date. Under § 3, the name needs an LLC or limited-company
designator and cannot be the same as or deceptively similar to a protected name
without previously filed written consent.
Addresses and service fields
The certificate gives the street address of the Massachusetts office where the
LLC's records will be maintained. It separately gives the resident agent's name
and Massachusetts street address. Section 12(a)(3) requires the agent's written
consent either in the certificate or attached to it.
Management and owner disclosure
If the LLC has managers at formation, the certificate names and addresses every
manager. If it has no managers, the filing says so and must identify at least one
other person authorized to execute documents filed with the Corporations
Division. The certificate does not otherwise require a list of members or
beneficial owners.
Optional and restricted provisions
Section 12(a)(8)-(9) permits the certificate to name people authorized to sign
and record real-property instruments and to include other matters selected by
the authorized persons.
Section 8 also allows the certificate to set indemnification standards and to
limit or eliminate member or manager liability for breach of duty. It bars
indemnification after an adjudication that the person did not act in good faith
in the reasonable belief that the action served the LLC's best interest.
Filing method, fee, and attachments
The statutory base fee is $500. The current official filing page offers
online filing, while 950 CMR 112.09 also permits personal or courier delivery,
mail, authorized fax, and electronic transmission.
The ordinary certificate can contain the resident-agent consent or carry it as
an attachment. The current statute, regulation, and form list no separate cover
sheet, organizer statement, management attachment, or owner attachment.
Formation and effective date
Under § 12(b), the LLC forms when the initial certificate is filed after
substantial compliance or on a later date stated in the certificate. The
regulation describes the normal effective date as the date the Division
approves the document and requires any later effective date to be a date
certain. Chapter 156C does not state a maximum delay.
Publication and initial follow-up
Chapter 156C, § 12 and the current Corporations Division formation materials
require no newspaper or database publication, proof filing, or separate initial
report for an ordinary LLC. Section 12(c) requires later recurring annual
reports, which belong to the annual-report survey.
What trips people up
A no-manager LLC still needs a public authorized filer. Leaving the manager
list blank does not eliminate the public-person field. Section 12(a)(6) requires
at least one other person authorized to file documents when there are no
managers.
The records office and resident agent are separate fields. The filing states
the Massachusetts street address where records are kept and also the agent's
name and street address. The certificate asks for both legal roles.
The current fee remains $500 while fee bills are pending. A favorable
committee report or referral to Ways and Means does not change § 12(d).
Common questions
Must the person forming the LLC become a member? Chapter 156C calls the
signer an authorized person and does not make membership a signature condition.
Do the members have to be named? Not merely because they are members.
Managers and authorized filers are public, so a member holding one of those
roles will be named in that capacity.
Can the certificate take effect later? Yes. It may specify a later date
certain, and the statute states no maximum number of delay days.
Statutes and sources
- G.L. c. 156C, §§ 3 and 12 — name rules, certificate contents, formation,
annual-report reference, and current $500 fee.
https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter156C/Section12
(accessed 2026-07-29) - G.L. c. 156C, §§ 8 and 15 — optional indemnification/liability provisions,
signer identity, agent signatures, and perjury affirmation.
https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter156C/Section15
(accessed 2026-07-29) - 950 CMR 112.09-.11 — delivery methods, approval/effective-date treatment,
administrative fields, and fee.
https://www.sec.state.ma.us/divisions/corporations/pdf-html/950_cmr_112_limited_liability_companies.htm
(accessed 2026-07-29) - Secretary of the Commonwealth, domestic LLC filing page and form — online
route, current form fields, signatures, consent, and $500 fee.
https://www.sec.state.ma.us/divisions/corporations/filing-by-subject/limited-liability/corporations-limited-liability-company.htm
(accessed 2026-07-29)
Source links
Every statute quoted above, linked, with the date we checked it.
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