Domestic LLC Formation Filing Requirements in Massachusetts

At a glance

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)