To start an LLC in Massachusetts, you file a Certificate of Organization with the Secretary of the Commonwealth and pay a $500 filing fee ($520 if you file online or by fax). Before and after that filing, a handful of other steps put the company on solid footing: choosing a compliant name, appointing a resident agent, writing an operating agreement, getting a federal tax ID, registering with the state Department of Revenue, and staying current on a $500 annual report.
Massachusetts is one of the more expensive states for LLC formation and upkeep, so it helps to see the full picture before you start.
Choose a Compliant Name
Your LLC’s name must include “limited liability company,” “limited company,” or an abbreviation such as “LLC,” “L.L.C.,” “LC,” or “L.C.”1General Court of Massachusetts. Massachusetts Code Part I, Title XXII, Chapter 156C, Section 3 It cannot be identical or deceptively similar to any existing corporation, limited partnership, or LLC already on file, unless that entity gives written consent.
Search the corporate database on the Secretary of the Commonwealth’s website to check availability.2Secretary of the Commonwealth of Massachusetts. Corporations Division If you find a name but aren’t ready to file, you can reserve it for 60 days for $30, renewable once for another 60 days at the same fee.3Secretary of the Commonwealth of Massachusetts. Corporations Name Reservations
Appoint a Resident Agent
Every Massachusetts LLC must designate a resident agent to accept legal documents on the company’s behalf.4General Court of Massachusetts. Massachusetts Code Part I, Title XXII, Chapter 156C, Section 5 The agent must be an individual who lives in Massachusetts, a domestic corporation, or a foreign corporation authorized to do business in the state. Many owners serve as their own agent. Commercial services are an option if you’d rather keep your home address off public records or can’t reliably be reached during business hours.
The agent’s written consent to the appointment must be included with or attached to the Certificate of Organization at filing.5General Court of Massachusetts. Massachusetts General Law Chapter 156C, Section 12
Write an Operating Agreement
Massachusetts does not require you to file an operating agreement, but you should have one, especially for multi-member LLCs. It sets out ownership percentages, how profits and losses are split, how decisions get made, and what happens when a member leaves or joins.
Under state law, management sits with the members by default. If the operating agreement (or Certificate of Organization) puts managers in charge, those managers run the company and individual members lose the authority to act on the LLC’s behalf.6General Court of Massachusetts. Massachusetts General Law Chapter 156C, Section 24 Deciding these questions in writing up front is far cheaper than resolving them in a dispute later.
File the Certificate of Organization
The Certificate of Organization is what officially creates your LLC. File it with the Secretary of the Commonwealth. It must include:5General Court of Massachusetts. Massachusetts General Law Chapter 156C, Section 12
- The full legal name, with the required LLC designation.
- A street address in Massachusetts where records will be kept.
- The resident agent’s name, address, and written consent.
- A brief description of the general character of the business.
- Names and addresses of any managers at formation.
- The name of at least one person authorized to execute filings with the Secretary of the Commonwealth.
- A dissolution date, only if the LLC is designed to end on a specific date.
Fees and Filing Methods
The base fee is $500.7Secretary of the Commonwealth of Massachusetts. Corporations Division Fee Schedule Mail and in-person filings cost exactly $500. Online and fax filings add a $20 expedited processing fee, for $520 total.8Secretary of the Commonwealth of Massachusetts. Corporations Division Filing Fees Online and fax submissions typically process in one to two business days; mail takes about a week.
Trade Name (DBA) Filings
If your LLC will operate under a name different from its legal name, file a business certificate (a DBA) with the clerk in the city or town where the business is located.9Mass.gov. Business Certificates DBA in Massachusetts Each municipality sets its own process and fees.
Get an EIN and Open a Business Bank Account
Once the Certificate of Organization is approved, apply for an Employer Identification Number from the IRS. The online application is free, takes only a few minutes, and issues the EIN immediately.10Internal Revenue Service. Get an Employer Identification Number Be wary of third-party sites that charge for this.
Then open a dedicated business bank account. Banks generally ask for your EIN, a copy of the filed Certificate of Organization, and often your operating agreement.11U.S. Small Business Administration. Open a Business Bank Account Keeping business and personal money in separate accounts is one of the most important things you can do to protect your personal liability shield; mingling funds is one of the fastest ways to lose it.
Register With the Department of Revenue
Massachusetts follows the federal check-the-box approach. A single-member LLC is treated as a disregarded entity and taxed like a sole proprietorship; a multi-member LLC is taxed as a partnership. Profits pass through to the members’ personal returns in both cases. You can elect corporate tax treatment federally, and Massachusetts will honor that classification at the state level.12Mass.gov. TIR 97-8 Massachusetts Income Tax Treatment of Limited Liability Companies
Register through MassTaxConnect. You will provide your EIN, business start date, legal and mailing addresses, and the names and Social Security numbers of owners and officers. The state then mails a certificate for whatever taxes you registered to collect or pay.13Mass.gov. Register Your Business with MassTaxConnect
Carry Workers’ Comp if You Hire
Massachusetts requires every employer to carry workers’ compensation insurance, regardless of headcount or hours worked. LLC members are exempt from having to carry coverage on themselves, but that exemption does not extend to any employee who is not a member.14Mass.gov. Workers Compensation Insurance Requirements
Penalties are steep. The Department of Industrial Accidents can issue a stop-work order and impose fines starting at $100 per day, weekends and holidays included, rising to $250 per day if you appeal and lose. Uninsured employers also face potential criminal charges, up to a year in prison, and a three-year ban from public contracts. If you’re a single-member LLC with no employees, you can skip this step. The moment you hire anyone, coverage must be in place.
File the Annual Report and Stay in Good Standing
Every Massachusetts LLC must file an annual report with the Secretary of the Commonwealth on or before the anniversary of its formation date. The report updates the core information from your Certificate of Organization: name, office address, resident agent, managers, and business description.5General Court of Massachusetts. Massachusetts General Law Chapter 156C, Section 12 The fee is $500 by mail or $520 online, mirroring the formation fee schedule.7Secretary of the Commonwealth of Massachusetts. Corporations Division Fee Schedule
Missing this filing is where LLCs get into trouble. If you fail to file for two consecutive years, the Secretary of the Commonwealth can begin administrative dissolution. You will get a written notice at your office address on file and have 90 days to fix the problem. If you don’t, the state dissolves the LLC, and after that it can only conduct business necessary to wind down its affairs.15General Court of Massachusetts. Massachusetts General Law Chapter 156C, Section 70
Federal Beneficial Ownership Reporting
If you’ve read about beneficial ownership information (BOI) reporting under the Corporate Transparency Act, those requirements no longer apply to domestic LLCs. As of March 2025, FinCEN revised its rules so that only entities formed under foreign law and registered to do business in the United States must report. An LLC formed in Massachusetts is exempt.16Financial Crimes Enforcement Network (FinCEN). Beneficial Ownership Information Reporting
Between the $500 formation fee and $500 annual report, budget for the ongoing cost from day one. Beyond state filings, check for any local permits or industry-specific licenses your business may need before you open.