Limited Liability Partnership Information
There are no pre-printed forms for any Limited Liability entities in
Massachusetts. Please follow the statutory guidelines below.
Certificate By Regulatory Board (General
Laws, Chapter 112 or 221)
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.
Certificate By Regulatory Board (PDF, 64K)
DBA Attachment (PDF, 57kb)
Limited Liability Partnerships
Partnership Names
Annual Reports
Registration Amendments
Miscellaneous Filings
Withdrawals
Certificates of Registration and Good Standing
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:
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1. the federal employer identification number of the partnership;
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2. the name of the partnership;
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3. the street address of its principal office in the Commonwealth;
and
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4. a brief statement of the business in which the partnership is
engaged.
The registration, in addition, may include:
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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
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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:
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1. the federal employer identification number of the partnership;
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2. the name of the partnership;
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3. the street address of its principal office in the Commonwealth;
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4. a description of the professional service(s) in which the partnership
is engaged;
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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
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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:
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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
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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:
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1. the federal employer identification number of the partnership;
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2. the name of the partnership;
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3. the state under which it is formed and registered;
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4. the street address of its principal office;
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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;
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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:
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1. its federal employer identification number;
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2. the name of the limited liability partnership;
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3. the date of filing of the original registration;
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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
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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:
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1. the federal identification umber;
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2. the name of the limited liability partnership; and
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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).
Certificates of Registration and Good Standing
The Corporations Division issues certificates of registration and certificates
of good standing pertaining to registered limited liability partnerships.
A certificate of registration provides that a partnership appears from
Corporations Division records to have been duly registered and not withdrawn
or revoked. The fee for a certificate of registration is twelve dollars($12.00).
A certificate of good standing provides that the partnership appears
from Corporations Division records to have been duly registered, filed
all annual reports and paid all fees due, and its registration has not
been withdrawn or revoked. The certificate also lists the names of the
partners authorized in the most recent document filed with the Corporations
Division to act with respect to real property instruments. The fee for
a certificate of good standing is twenty-five dollars ($25.00).
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