Limited Liability Company Information

Certificate of Organization

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Forms:

LLC Certificate of Organization (PDF)

Professional LLC Certificate of Organization (PDF)

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:

1. the federal employer identification number, if available;

2. the name of the limited liability company. The name of the LLC:

a. must contain the words "limited liability company", "limited company" or the abbreviation L.L.C., L.C., LLC or LC;

b. may contain the name of a member or manager;

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;

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;

5. the latest date of dissolution, if specified;

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;

7. the name and business address, if different from the office location, of each manager, if any; and

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.

The registration may, in addition, include:

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

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).

Amendments

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A LLC must amend its certificate of organization to reflect:

1. the designation of managers of a limited liability company which theretofore did not have managers;

2. any change in the managers of a limited liability company or authorized signatories; and

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:

1. the federal employer identification number;

2. the name of the limited liability company;

3. the date of filing of the original certificate;

4. the name and business address, if different from its office location, of each manager;

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;

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

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

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Forms:

Limited Liability Company Annual Report (PDF)

Professional Limited Liability Company Annual Report (PDF)

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).


Statement of Change of Resident Agent/Office

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Forms:

Limited Liability Company Statement of Change of Resident Agent/Resident Office (PDF)

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.


Statement of Change of
Resident Office Address by Resident Agent

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Forms:

Limited Liability Company Statement of Change of Resident Office Address by Resident Agent (PDF)

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.


Statement of Resignation of Resident Agent

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Forms:

Limited Liability Company Statement of Resignation of Resident Agent (PDF)

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.


Application for Reinstatement Following Administrative Dissolution

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Forms:

Limited Liability Company Application For Reinstatement Following Administrative Dissolution (PDF)

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).


Restated Certificates

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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:

1. its federal identification number;

2. the name of the limited liability company, and if such name has been changed, the name under which it was originally filed;

3. the date of filing of the original certificate of organization;

4. all information required to be set forth in the original certificate of organization in the order provided in 950 CMR 112.03;

5. a clear indication of any amendments to be effected by the restated certificate, and if none, a statement to that affect; and

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

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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:

1. the federal identification number of the entities involved, and the federal identification number of the resulting or surviving entity;

2. the name and office location of each limited liability company or other business entity involved in the merger or consolidation;

3. the date and jurisdiction of formation or organization of each limited liability company or other business entity involved in the merger or consolidation;

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;

5. if the consolidation or merge is to be effective at a later date, the effective date of the merger or consolidation;

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;

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;

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;

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:

a. the name and business address, if different from the office location, of each manager;

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;

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

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

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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:

1. its federal employer identification number;

2. the name of the limited liability company;

3. the date of filing of the original certificate of organization;

4. the reason for filing the certificate of cancellation;

5. if the certificate of cancellation is to be effective at a later date, the effective date; and

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).