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Limited Liability Company Information
Domestic LLC's can be filed using the link below.
Massachusetts Online Filing System
Regulations are available
in person or by mail at:
The State Bookstore
State House, Room 116
Boston, MA 02133
Regulations 950 CMR 101.00-112.00 ($12.35 by mail, $7.85 in person)
Make checks payable to The Commonwealth of Massachusetts.
Certificate By Regulatory Board (PDF, 64K)
Certificate of Organization
Amendments
Annual Reports
Statement of Change of Resident Agent/Office
Statement of Change of Resident Office Address by Resident Agent
Statement of Resignation of Resident Agent
Application for Reinstatement Following Administrative Dissolution
Restated Certificates
Mergers and Consolidations
Cancellations
Chapter 281 of the Acts of 1995, effective January 1, 1996, authorized
the formation and registration of limited liability companies in the
Commonwealth. The Corporations Division has adopted regulations at 950
CMR 112.00 et seq. to implement the Acts provisions.
Limited liability companies are unincorporated organizations having
one or more members formed by compliance with M.G.L. Chapter 156C. Generally
members are not personally liable for the debts, obligations or liabilities
of the LLC. If formed properly LLCs will be treated as partnerships for
federal and state tax purposes.
The Corporations Division does not provide forms for limited liability
company filings. All filings must be presented in duplicate. At least
one copy must be originally signed. If the Corporations Division finds
the certificate conforms to law it will endorse the word "filed" and
the day, month, year and time of filing on the certificate. The originally
signed certificate will be filed with the Corporations Division and the
duplicate returned to the filing party.
Certificate of Organization
In order to form a domestic limited liability company, one or more persons
must execute a certificate of organization. The certificate of organization
shall set forth in the order provided herein:
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1. the federal employer identification number, if available;
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2. the name of the limited liability company. The name of the LLC:
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a. must contain the words "limited liability company", "limited company" or
the abbreviation L.L.C., L.C., LLC or LC;
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b. may contain the name of a member or manager;
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c. cannot be the same or deceptively similar to the name of any
corporation, limited partnership or limited liability company reserved
or organized
under the laws of the Commonwealth or licensed or registered
as a foreign corporation, foreign limited partnership or foreign
limited liability
company in the Commonwealth, except with the written consent
of the corporation, limited partnership or limited liability company.
3. the street address of the office in the Commonwealth at which
its records will be maintained;
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4. the general character of its business, and if the limited liability
company is organized to render a professional service, the service
to be rendered, the name and address of each member or manager who
will render a service in the Commonwealth, and a statement that the
limited liability company will abide by and be subject to the provisions
of liability insurance required by M.G.L. Chapter 156C, §65. If the
limited liability company is to render a professional service, the
certificate of organization shall be accompanied by 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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5. the latest date of dissolution, if specified;
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6. the name and business address of the agent for service of process and the agent’s consent either on the certificate or attached thereto;
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7. the name and business address, if different from the office location,
of each manager, if any; and
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8. the name and business address, if different from the office location,
of any person in addition to the manager, who is authorized to execute
documents to be filed with the Corporations Division, and at least
one person shall be named if there are no managers.
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The registration may, in addition, include:
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9. the name and business address, if different from the office location,
of the person(s) authorized to execute, acknowledge, deliver and record
any recordable instrument purporting to affect an interest in real
property; and
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10. any other matters the authorized persons determine to include
therein.
The certificate must be signed by the person forming the LLC.
A limited liability company is formed at the time of filing of the certificate of
organization with the Corporations Division or at any later time specified
in the certificate of organization if, in either case, there has been
substantial compliance with the requirements of M.G.L. Chapter 156C, §12.
The fee for filing a certificate of registration is five hundred dollar
($500.00).
Limited Liability Company Certificate of Organization (PDF, 156 KB)
Professional Limited Liability Company Certificate of Organization (PDF, 140 KB)
Amendments
A LLC must amend its certificate of organization to reflect:
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1. the designation of managers of a limited liability company which
theretofore did not have managers;
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2. any change in the managers of a limited liability company or authorized
signatories; and
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3. any change to any other information required to be included in
the original certificate.
Also a manager, or, if there is no manager, then any member, who becomes
aware that any statement in a certificate of organization was false when
made, or that any matter described in the certificate of organization
has changed, making the certificate false in any material respect, shall
promptly amend the certificate to correct such matter.
A certificate of organization may be amended at any other time and for
any other purpose. The certificate of amendment shall set forth in the
order provided herein:
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1. the federal employer identification number;
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2. the name of the limited liability company;
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3. the date of filing of the original certificate;
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4. the name and business address, if different from its office location,
of each manager;
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5. the name and business address, if different from the office location,
of each person authorized to execute documents to be filed with the
Corporations Division, and at least one person shall be named if there
are no managers;
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6. the name and business address, if different from the office location,
of each person authorized to execute, acknowledge, deliver and record
any recordable instrument purporting to affect an interest in real
property whether to be filed with the registry of deeds or a district
office of the land court, if any; and
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7. the amendment to the certificate.
The certificate of amendment must be signed by a manager, person authorized to
sign documents to be filed with the Corporations Division, or receiver, trustee
or other court appointed fiduciary. The fee for filing a certificate of
amendment is one hundred dollars ($100.00). It shall be effective when filed
unless a later effective date is provided in the certificate.
Annual Reports
An annual report shall contain
all of the information as a Certificate of Organization with
the filer adding any necessary changes.
Every limited liability company must file an annual report with the Corporations Division on or before the anniversary date of the filing of its original certificate of organization. The report shall contain all of the information included in its certificate of organization and any other matters the authorized person determines to include. The filing fee for an annual report is five hundred dollars ($500.00).
Limited Liability Company Annual Report (PDF, 156 KB)
Professional Limited Liability Company Annual Report (PDF, 156 KB)
Statement of Change of Resident Agent/Office
A limited liability company may change its resident agent or the street address of the resident agent by filing a Certificate of Statement of Change of Resident Agent/Resident Office. The fee for filing a Statement of Change of Resident Agent/Office is twenty-five dollars ($25.00) if filed by paper or fax, no fee if filed electronically.
Limited Liability Company Statement of
Change of Resident Agent/Resident Office (PDF, 148 KB)
Statement of Change of
Resident Office Address by Resident Agent
A resident agent may change the street address of the resident office for any limited liability company for which he is resident agent by filing a Statement of Change of Resident Office Address. G.L. Chapter 109 §§ 4A and 52. The fee for filing a Statement of Change of Resident Agent Office Address by Resident Agent is twenty-five dollars ($25.00) if filed by paper or fax, no fee if filed electronically.
Limited Liability Company Statement of Change
of
Resident Office Address by Resident Agent (PDF, 144 KB)
Statement of Resignation of Resident Agent
The resident agent may resign by filing a Statement of Resignation with the Corporations Division. A copy of the resignation must also be furnished to the limited liability company. The fee for filing a Statement of Resignation of Resident Agent is twenty-five dollars ($25.00) if filed by paper or fax, no fee if filed electronically.
Limited Liability Company Statement of Resignation of Resident Agent (PDF, 144 KB)
Application for Reinstatement Following Administrative Dissolution
A limited liability company that was administratively dissolved by the Division may apply for reinstatement at any time. In order to reinstate the limited liability company, all annual reports owed must be filed. The fee for filing an Application for Reinstatement Following Administrative Dissolution is one hundred dollars ($100.00).
Limited Liability Company Application
For Reinstatement Following Administrative Dissolution (PDF, 136 KB)
Restated Certificates
A limited liability company may at any time integrate into a single
instrument all of the provisions of its certificate of organization which
are then in effect and operative and may at the same time amend its certificate
of organization. If the restated certificate merely restates and integrates the
existing provisions of the certificate of organization it shall be designated as
a "restated certificate of organization." If, in addition, the restatement
amends some or all of the information contained in the certificate of
organization, as theretofore amended or supplemented, it shall be designated as
an "amended and restated certificate of organization."
The restatement must set forth the following information:
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1. its federal identification number;
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2. the name of the limited liability company, and if such name has
been changed, the name under which it was originally filed;
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3. the date of filing of the original certificate of organization;
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4. all information required to be set forth in the original certificate
of organization in the order provided in 950 CMR 112.03;
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5. a clear indication of any amendments to be effected by the restated
certificate, and if none, a statement to that affect; and
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6. that it was duly executed and is being filed in accordance with
M.G.L. Chapter 156C, §19.
The restated certificate shall be effective when filed unless a later
effective date is specified in the restatement. The fee for filing a
restated certificate of organization is one hundred dollars ($100.00).
The restated certificate shall be executed and filed in the same manner
as a certificate of amendment.
Upon filing or upon the future effective date, the restated certificate
shall supersede the initial certificate of organization as theretofore
amended or supplemented, and shall be the certificate of organization.
Mergers and Consolidations
A LLC may merge or consolidate with or into one or more LLCs or other
business entities formed or organized under the laws of the Commonwealth
or foreign jurisdiction.
A limited liability company which is involved in a consolidation or
merger must file a certificate of consolidation or merger with the Corporations
Division. If the limited liability company is not the resulting or surviving
entity in the consolidation or merger, the certificate shall be designated
as a "certificate of consolidation/merger and cancellation." The certificate
shall set forth:
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1. the federal identification number of the entities involved, and
the federal identification number of the resulting or surviving entity;
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2. the name and office location of each limited liability company
or other business entity involved in the merger or consolidation;
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3. the date and jurisdiction of formation or organization of each
limited liability company or other business entity involved in the
merger or consolidation;
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4. a statement that the merger or consolidation has been duly adopted
in accordance with the law under which it is organized or formed and
if applicable in accordance with the provisions of the operating agreement;
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5. if the consolidation or merge is to be effective at a later date,
the effective date of the merger or consolidation;
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6. that the agreement of consolidation or merger will be kept on
file at the office of the resulting or surviving limited liability
company or other business entity, and the street address of that office;
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7. that a copy of the agreement of consolidation or merger will be
furnished by the resulting or surviving limited liability company or
other business entity on request and without cost to any member of
the limited liability company or to any person holding an interest
in any other business entity;
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8. if the resulting or surviving limited liability company or other
business entity is not an entity organized under the laws of the
Commonwealth, a statement that such resulting or surviving entity
agrees that, if
such entity does not continually maintain an agent for service of
process in the Commonwealth, to appoint irrevocably the Secretary
of the Commonwealth
to be its true and lawful attorney upon whom all lawful process in
any action or proceeding in the Commonwealth may be served in the
manner set forth in M.G.L. Chapter 156D, §15.10;
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9. if the resulting or surviving entity is a limited liability company
governed by 950 CMR 112.00, the certificate of merger/consolidation
shall include:
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a. the name and business address, if different from the office
location, of each manager;
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b. the name and business address, if different from the office
location, of each person authorized to execute documents to be
filed with the
Corporations Division and at least one person shall be named
if there are no managers;
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c. the name and business address, if different from the office
location, of each person authorized to execute, acknowledge, deliver
and record
any recordable instrument purporting to affect an interest in
real property; and
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d. any amendment to the certificate of organization of the surviving
limited liability company to be effected pursuant to the agreement
of merger, or in the case of a resulting limited liability company,
all other information required to be included in the certificate
of organization.
The certificate of consolidation or merger or the certificate of consolidation/merger and
cancellation as the case may be shall be executed by any manager, authorized
person or receiver, trustee or court appointed fiduciary and filed in
the same manner as other certificates. The fee for filing a certificate
of consolidation is one hundred dollars ($100.00).
Cancellations
A certificate of organization of a limited liability company shall be
canceled upon the dissolution and completion of the winding up of a limited
liability company or at any time there are no members. A
certificate of cancellation shall be filed with the Corporations Division
and shall set forth:
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1. its federal employer identification number;
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2. the name of the limited liability company;
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3. the date of filing of the original certificate of organization;
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4. the reason for filing the certificate of cancellation;
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5. if the certificate of cancellation is to be effective at a later
date, the effective date; and
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6. any other information the person filing the certificate determines
to include therein.
The certificate of cancellation shall be executed by any manager, authorized
person, or receiver, trustee or court appointed fiduciary and filed in
the same manner as other certificates. The fee for filing a certificate
of cancellation is one hundred dollars ($100.00).
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