Protected and Registered Series LLC Formation Requirements in Massachusetts
At a glance
| Governing act and covered entity | Mass. Gen. Laws ch. 156C, §§ 2, 12; ordinary domestic LLC; current full chapter index has zero series headings. |
|---|---|
| Domestic series route | No domestic protected/registered-series formation route in current ch. 156C; § 12 forms one LLC by certificate. |
| Parent LLC authorization and notice | Ordinary certificate states company name, office, agent, managers/signers, business character (§ 12(a)); operating agreement covers company affairs (§ 2(9)); series notice N/A. |
| Who creates a series and when | N/A to series; authorized persons file ordinary LLC certificate; LLC forms on filing or stated later date (§ 12(a)-(b)). |
| Series-level public filing | N/A to series; ordinary certificate of organization filed with state secretary; $500 company filing fee (§ 12(a), (d)). |
| Series name | N/A to series; ordinary certificate states LLC name (§ 12(a)(1)). |
| Records and associated assets | N/A to domestic series; current ch. 156C has no series asset-association mechanism. |
| Statutory asset segregation | N/A to domestic series; § 12(b) creates an ordinary separate legal entity. |
| Changes and termination | N/A to series; ordinary certificate amendment under § 13 and company dissolution under § 43. |
| Outside scope and effect limits | Domestic ch. 156C finding only; foreign series, tax, bankruptcy, contracts, and actual creditor recovery require separate law and facts. |
Ordinary LLC formation under Chapter 156C
Mass. Gen. Laws ch. 156C, § 2(5) defines a domestic LLC as an unincorporated organization formed under the chapter with at least one member. § 12(a) requires authorized persons to execute and file a certificate of organization stating the company name, office, resident agent, business character, and manager or other signer details. Under § 12(b), the LLC is formed on filing or a stated later date if the section is substantially complied with. The official Chapter 156C index lists the entire Limited Liability Company Act and no protected- or registered-series section.
What trips people up
§ 2(9) defines an operating agreement as the members' written or oral agreement about company affairs. § 12(a)(9) allows other matters in the ordinary certificate, but neither provision establishes a domestic series designation or a parent/series asset-segregation rule. The $500 fee in § 12(d) is for the ordinary LLC certificate. Ordinary certificate amendments use § 13; § 43 addresses dissolution of the company itself.
Common questions
Can a certificate term alone create a protected series?
§ 12(a)(9) permits other certificate matters, but current Chapter 156C has no domestic series filing or segregation procedure.
Does this address a series formed in another state?
No. The Chapter 156C finding addresses domestic formation; treatment of a foreign series depends on separate law and facts.
Statutes and sources
- Massachusetts General Laws Chapter 156C, including § 2, § 12, § 13, and § 43; official text accessed September 27, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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