Address of state office for filing:
Secretary of the Commonwealth
One Ashburton Place, 17th Floor
Boston MA 02108-1512
Telephone: (617) 727-9640
State web address: www.mass.gov/legis
State law reference: Massachusetts General Laws Annotated, Chapter156C.
Title of filing: Certificate of Organization.
Filing Fee: $500
Name requirements: The official name must contain the words “Limited Liability Company,” “Limited Company,” or the abbreviations “LLC,” “L.L.C.,” “L.C.,” or “LC.” (Section 3). A company name may be reserved for a period of 30 days, renewable once. (Section 4).
Organizer requirements: A limited liability company may be organized by one person. The organizers need not be a natural 16 Limited Liability Company person, nor a member. (Section 12).
Certificate of Organization requirements: Certificate of Organization must contain the following: (1) name of company, (2) registered agent name and office address, (3) duration of company, if less than perpetual, (4) if the company has managers at the time of its formation, the names and business addresses of the managers, (5), the name of any other person in addition to any manager who is authorized to execute any documents to be filed with the Secretary of the Commonwealth (at least one such person must be named if there are no managers), (6) company purpose, and (7) any additional matters. (Section 12).
Annual report requirement: Yes, to Commonwealth of Massachusetts, Corporation Division. (Section 12(c)). Filing fee of $500. (Section 12(d)).
Publication requirement: No.
Effective date of limited liability company organization: On the date of official approval of Certificate of Organization, the company becomes a legal entity and the members are shielded from personal liability. The effective date may also be delayed to any later date if so stated in the Certificate of Organization. (Section 12(b)).
Membership requirements: Minimum number required is one. The member may be a natural person or a business entity. (Sections 2(5), 2(8), 2(10)).
Other: The Certificate of Organization must include (1) the company’s Federal Employer Identification Number (FEIN), if available, (2) the street address in the Commonwealth at which the company’s records will be maintained, and (3) if the company is to render professional services, (a) the type of service to be rendered, (b) the name and address of each member or manager who will render a service in the Commonwealth, (c) a statement that the company will abide by the provisions of liability insurance required by Section 65, and (d) a certificate of any applicable regulating board that each member or manager who will render a professional service in the Commonwealth is duly licensed.
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