Limited Liability Partnership Information

There are no pre-printed forms for any Limited Liability entities in Massachusetts. Please follow the statutory guidelines below.

Regulations available over the Internet.  They are also 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.

Mailing Address:

Corporations Division
One Ashburton Place, Room 1717
Boston, MA 02108-1512

Limited Liability Partnerships

Chapter 281 of the Acts of 1995, effective January 1, 1996, authorize partnerships to register with the Corporations Division to limit the personal liability of the partners for debts, obligations and liabilities of the partnership, whether arising in tort, contract or otherwise during the period the partnership is registered, except that a partner cannot eliminate or limit liability for his own negligent, wrongful acts, errors or omissions.The partnerships, referred to as "registered limited liability partnerships"register with the Corporations Division's Specialized Section in accordance with 950 CMR 111 et seq. The Corporations Division does not provide forms for limited liability partnerships. The regulations divide registered limited liability partnerships into three categories: registered limited liability partnerships; registered professional limited liability partnerships; and foreign limited liability partnerships. The filing requirements for each are as follows:

Registered Limited Liability Partnerships

In order to become a registered limited liability partnership, a partnership must file with the Corporations Division a registration executed by one or more partners and authorized by a majority of partners. The registration shall set forth in the order provided herein:

1. the federal employer identification number of the partnership;

2. the name of the partnership;

3. the street address of its principal office in the Commonwealth; and

4. a brief statement of the business in which the partnership is engaged.

The registration, in addition, may include:

5. the name and business address, if different from the principal office location, of each partner authorized to execute, acknowledge, deliver and record any instrument purporting to affect any interest in real property; and

6. the name and street address of its registered agent in the Commonwealth.

The status of the registered limited liability partnership is effective upon the filing of the registration and payment of the required fee. The fee for filing the certificate of registration is five hundred dollars ($500.00).

Registered Professional Limited Liability Partnership

A limited liability partnership which renders professional services in the Commonwealth must register as a registered professional limited liability partnership. In order to become a registered professional limited liability partnership, a partnership must file a registration with the Corporations Division executed by one or more partners and authorized by a majority of partners. The registration shall contain in the order provided herein:

1. the federal employer identification number of the partnership;

2. the name of the partnership;

3. the street address of its principal office in the Commonwealth;

4. a description of the professional service(s) in which the partnership is engaged;

5. the name and business address, if different from the principal office location, of each partner who will render a professional service on behalf of the partnership in the Commonwealth; and

6. a statement that the partnership has complied with any rule(s) of its regulating board relative to liability insurance or permissible alternatives.

The registration, in addition, may include:

7. the name and business address, if different from the principal office location, of each partner authorized to execute, acknowledge, deliver and record any recordable instrument purporting to affect any interest in real property; and

8. the name and street address of its registered agent in the Commonwealth.

The registration must be accompanied by a certificate of the appropriate regulating board or boards indicating that each partner who renders a professional service on behalf of the partnership in the Commonwealth at the time offiling is duly licensed to render such service.

The status of the registered professional limited liability partnership is effective upon the filing of the registration and payment of the required fee. The fee for filing the certificate of registration is five hundred dollars ($500.00).

Registered Foreign Limited Liability Partnership

Foreign registered limited liability partnerships may do business in the Commonwealth and must register with the Corporations Division in the same manner as a registered limited liability partnership. In order to register a registered foreign limited liability partnership shall file a registration executed by one or more partners and authorized by a majority of partners. The registration shall set forth in the order herein:

1. the federal employer identification number of the partnership;

2. the name of the partnership;

3. the state under which it is formed and registered;

4. the street address of its principal office;

5. a brief statement of the business in which the partnership is engaged; and if the partnership is to render professional service in the Commonwealth, the information required by 950 CMR 111.04(2)(d), (e) and (f); and the name and street address of its resident agent in the Commonwealth;

6. the name and business address, if different from the principal office location, of each partner authorized to execute, acknowledge, deliver and record any recordable instrument purporting to affect any interest in real property.

In the case of a partnership which renders professional services in the Commonwealth, the registration must be accompanied by a certificate of the appropriate regulating board or boards indicating that each partner who renders a professional service on behalf of the partnership in the Commonweal that the time of filing is duly licensed to render such service.

The status of the registered foreign limited liability partnership is effective upon the filing of the registration and payment of the required fee. The fee for filing a certificate of registration is five hundred dollars($500.00).


Partnership Names

The name of every partnership filed with the Corporations Division must end with the words registered limited liability partnership, limited liability partnership or the abbreviation L.L.P. or LLP. Professional limited liability partnerships can also include registered professional limited liability partnership, or professional limited liability partnership.

Partnership names cannot include words indicating corporate status, i.e. incorporated, corporation or an abbreviation thereof. Additionally the name cannot include the word limited, apart from the required ending. For example Work Solutions Limited, L.L.P. would not be accepted for filing.

The regulations also authorize a partnership which intends to register to file a name reservation by filing an application and paying the fifteen dollar ($15.00) fee. The reservation is valid for thirty (30) days.


Annual Reports

All registered limited liability partnerships must file an annual report on or before the last day of February. The report renews the registration and must include all information required or allowed in the original registration.If the partnership renders professional services the report must identify all partners who render professional services in the Commonwealth and contain a certification that each partner who renders a professional service in the Commonwealth is duly licensed to do so. The annual report does not need to be accompanied by a certificate from the regulatory board. The fee for filing the annual report is five hundred dollars ($500.00).

If the partnership fails to file the report when due or to pay the required fee, the Corporations Division may revoke the partnership's registration. Under such circumstances, the Corporations Division will notify the partnership pat least sixty (60) days prior to the revocation date. The notice will be mailed to the principal office of the partnership as shown in Corporations Division records and specify the reports which have not been filed, the fees which have not been paid, and the effective date of the revocation. The revocation shall not be effective if the reports are filed or the fees paid prior to the effective date of the revocation.


Registration Amendments

The regulations authorized registered limited liability partnerships to amend their registration by fling a certificate of amendment signed by at least one partner. The certificate must contain the following information:

1. its federal employer identification number;

2. the name of the limited liability partnership;

3. the date of filing of the original registration;

4. the names and business address, if different from the principal office location, of each partner authorized to execute, acknowledge, deliver and record any recordable instrument purporting to affect any interest in real property, if any; and

5. the amendment.

The amendment is effective upon the filing of the amendment and payment of the required fee. The fee for filing the certificate of amendment is one hundred dollars ($100.00).


Miscellaneous Filings

The regulations also provide for filing certificates of change of principal office (950 CMR 111.07); appointment, resignation and revocation of resident agent (950 CMR 111.08).


Withdrawals

The registration of a partnership may be voluntarily withdrawn by filing a written notice of withdrawal executed by one or more partners and authorized by two-thirds of the partners with the Secretary of the Commonwealth. The withdrawal shall set forth in the order herein:

1. the federal identification number;

2. the name of the limited liability partnership; and

3. the location of its principal office.

The withdrawal of a partnership shall become effective when the certificate of withdrawal is filed unless said certificate specifies a later effective date not more than thirty (30) days from the date of filing. The fee for filing a certificate of withdrawal is one hundred dollars ($100.00).