Form a Domestic Limited Liability Company in Massachusetts – Commonwealth of Massachusetts Limited Liability Company Certificate of Organization (Form D)

The Commonwealth of Massachusetts Limited Liability Company Certificate of Organization (Form D) should be filed by entities, determined to form and operate as a Limited Liability Company, to the Massachusetts Secretary of the Commonwealth. This document will list such items as the Name of the Limited Liability Company, the Identity and Location of the Limited Liability Company’s Registered Agent, and Purpose amongst other facts. There will be a $500.00 Filing Fee and you may file this document in person, by Mail, by Fax, or Online. You may remit payment with a check made payable to “Commonwealth of Massachusetts if you are filing in person or online. If you are faxing by Fax or Online, you may only pay with a credit card. If you file by Fax, you will need to submit a Fax Voucher Cover Sheet which may be generated here: http://www.sec.state.ma.us/cor/functionality/faxfiling.htm. The cover sheet produced will have a unique bar code.

How To File Online

Step 1 – Go to the Commonwealth of Massachusetts Corporations Online Filing System here: https://corp.sec.state.ma.us/corp/loginsystem/login_form.asp?NewFiling=True

Step 2 – Select the link labeled “Certificate of Organization”

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Step 3 – In the first field, enter the Name of the Limited Liability Company being formed with this filing. Make sure it contains a business suffix such as “Limited Liability Company” or an acceptable abbreviation.

Step 4 – In Item 2a, enter the Building Number and Street where the Principal Office is located using the fields labeled “No. and Street.”

Step 5 – In Item 2a, use the fields “City or Town,” “State,” “Zip,” and “Country” to report the City, State, Zip Code, and Country where the Limited Liability Company’s Principal Office is located.

Step 6 – In Item 2b, fill in the Building Number and Street of the Massachusetts address where the forming Limited Liability Company maintains and keeps its business records. Then, in the field “City or Town,” enter the City where these records are kept. Use the “State,” “Zip,” and “Country” fields to enter the State, Zip Code, and Country (respectively) where these records may be found. Note: If the Address being reported here is the same as the one reported in Item 2a, then select “Principal Office” from the drop down list labeled “Same Adress as” on the first row. This will auto populate the fields.

Step 7 – In Item 3, report the Purpose for the creation of this Limited Liability Company. That is, why is it being formed and how will it conduct its business. If the Limited Liability Company being formed is a Professional Limited Liability Company then you must also list the Professional Service the forming Professional Limited Liability Company shall render. There shall be a text box provided in Item 3 so that you may document this on the online form being submitted.

Step 8 – Should the forming Limited Liability Company intend to cease activities and dissolve, report this in the Date field provided in the Fourth Item. Enter the Dissolution Date in a mm/dd/yyyy format. If you leave this item blank, the life time of the forming Limited Liability Company shall be considered perpetual.

Step 9 – In Item 5, the Commonwealth of Massachusetts Resident Agent obtained by the Limited Liability Company this online form concerns itself with must be documented. The Identity and Physical Location of the Resident Agent must be recorded then the Resident Agent must provide and Electronic Signature verifying his or her consent to obligation. In the field labeled “Name,” report the full Name of the Massachusetts Resident Agent. Then, use the Address fields (No. and Street, City or Town, State, Zip, and Country) to document the Physical Location where the Massachusetts Resident Agent will be found. Do not enter a P.O. Box for this Address.

Step 10 – In Item 5, below the Address section, locate the consent paragraph beginning with the word “I.” The Massachusetts Resident Agent must type in his or her Name in the field provided in this statement. This will act as an Electronic Signature.

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Step 11 – If the forming Limited Liability Company has Managers, they must be listed in Item 6. First, use the “First Name,” “Middle Name,” “Last Name,” and “Suffix” fields to enter the Full Name of a Manager of the forming Limited Liability Company. If the Manager’s Business Address is the same as the Principal Office place a check mark in the box labeled “Check here if…” just above the Name fields. Otherwise, use the “Business Address,” “City,” “State,” “State,” “Zip,” and “Country” fields to enter the Business Address of the Manager being reported.

Step 12 – In Item 7 list the Full Name and Complete Business Address of each individual (in addition to the Managers listed) who the Limited Liability Company authorizes to file documents with the Corporations Division on its behalf. The check box present in this section will auto populate the “Business Address,” “City,” “State,” “Zip,” and “Country” with the Address reported for the Principal Office. If the party being reported has a different Address, then you must report it. Start by entering the “First Name,” “Middle Name,” “Last Name,” and “Suffix” to report this individual’s Name, then enter the Address in the available fields. When you are ready, select the button labeled “Add.”

Step 13 – Next, you must enter the Name of any individual who may use, acknowledge, or deliver any instrument with recording capablitlities that will have an effect on the Limited Liability Company’s interest in real property in Item 8. For every such party, use the “First Name,” “Middle Name,” “Last Name,” and “Suffix.” On the next line, use the next row of fields (Business Address, City, State, Zip, and Country) to enter the Business Address of the party being reported. If the Address is the same as the Principal Address, you may place a mark in the check box labeled “Check here if the business address…,” this will auto populate the Address fields with the Principal Office Address.

Step 14 – In Item 9, you will be presented with a text box. This has been provided so that you may enter any Additional Provisions that should be included with this filing and may be specific to the Limited Liability Company being formed. If there are no Additional Provisions

Step 15 – If there are any specific instructions regarding this filing, you may enter them in the text field below the words “Special Filing Instructions.”

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Step 16 – Next, in the section under “Filer’s Contact Information,” you will need to deliver some information regarding where correspondence regarding this filing should be directed. First, enter the Full Name of the individual who shall serve as the first point of Contact in the field labeled “Contact Name.”

Step 17 – In the field labeled, “Business Name,” enter the Name of the entity this Contact is associated with.

Step 18 – Next you may use the fields labeled “No. and Street,” “City or Town,” “State,” “Zip,” and “Country” to enter the Address where this Contact may be reached. If the Address is the same as one previously entered, you may use the drop down list to the right of these fields labeled “Same Address As” to auto populate the Address fields with the desired entries.

Step 19 – Enter the Daytime Phone Number the Contact Person may be reached in the field labeled “Contact Phone.” Then in the field labeled “Contact Email,” enter the Contact Person’s Email Address. Note: An Email Address will promote an expedited correspondence with the Secretary of the Commonwealth of Massachusetts regarding this filing.

Step 20 – Under the heading “Signed Under The Penalties of Perjury…,” the organizer of this Limited Liability Company must type in his or her Name, read the text under the Signature field, then select the bubble labeled “Accept.” Once you are done, select the button labeled “Click HERE to Submit This Information.” This will direct the browser to a review and payment area where you may submit the account information for the credit card being used to pay the $500.00 Filing Fee.”

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Step 21 – Limited Liability Companies will also need to file an Annual Report before their Anniversary Month every year. You may do so by filing the Massachusetts Limited Liability Company Annual Form or you may file online here: https://corp.sec.state.ma.us/corp/loginsystem/login_form.asp?FilingMethod=I. The Filing Fee for this document is $500.00

How To File by Mail

Download Form

Step 1 – Select the link labeled “Download Form” above to save a blank copy of the Commonwealth of Massachusetts Limited Liability Company Certificate of Organization. This is a PDF form so the articles may be filled in directly on screen with a PDF program or with a PDF friendly browser. If such software is not available then you must print this document then use a typewriter to fill in the information required.

Step 2 – If the forming Limited Liability Company has a Federal Entity Identification Number, report the FEIN on the blank space following the words “Federal Identification No.” If the forming Limited Liability Company does not have a Federal Entity Identification Number, you may leave this blank.

Step 3 – On the blank line in Article 1, document the Name of the Limited Liability Company being formed. This must contain a business designator suffix such as “Limited Liability Company” (or a reasonably accepted abbreviation). Additionally, you must make sure that no other entity currently uses this Name.

Step 4 – Article 2 will require the Street Address where the forming Limited Liability Company will store its records. This must be the Physical Address of the actual location where these records are kept and thus must contain a Building Number, Street, Unit Number, City, State, and Zip Code. Do not report a PO Box Address here. This will cause a delay or even rejection of this document.

Step 5 – In Article 3 report the Purpose of the Limited Liability Company being formed in the space below the words “The general character of the business.” This should include how it will conduct business in the Commonwealth of Massachusetts.

Step 6 – If the forming Limited Liability Company intends to dissolve, you must report the intended Date of Dissolution in Article 4. If the forming Limited Liability Company intends to operate indefinitely, you may leave this field blank or write in the word “perpetual.”

Step 7 – In Article 5, document the Full Name and Complete Address of the Massachusetts Registered Agent the forming Limited Liability Company has obtained for the purpose of receiving Service of Process on its behalf in the space available. It is important to note, the Registered Agent’s Address reported must be the Address of the physical and actual location where the Limited Liability Company’s Registered Agent may be found. You may not report a P.O. Box Address here. It must be the Building Number, Street, Unit Number, City, State, and Zip Code where the Registered Agent is found.

Step 8 – In some instances, Managers of Limited Liability Companies may have a separate Business Address from that of the Principal Office or Registered Office. List the Name and Complete Business Address of each Manager of the Limited Liability Company, if this is the case, in Article 6.

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Step 9 – In Article 7, you will need to report the Full Name and Complete Business Address of all parties allowed to submit filings to the Secretary of the Commonwealth of Massachusetts on behalf of the forming Limited Liability Company. This list may consist of such parties as Members, Organizers, etc. Note: If there are no other parties to report, enter the Name and Business Address of the Organizer of this Limited Liability Company.

Step 10 – Next, in Article 8, report the Full Name and Address of any party within the forming Limited Liability Company or associated with the Limited Liability Company that may engage in any recording activities of the Limited Liability Company’s affect or interest in real property, registry, deeds, or district office of the land court.

Step 11 – If there are any additional Provisions, Conditions, and/or Facts that must be reported on the Commonwealth of Massachusetts Limited Liability Certificate of Organization forming this Limited Liability Company, you may report them in the space provided in Article 9.

Step 12 – Next to the words “Signed by (by at least one authorized signatory),” the Organizer or similar Authorized Agent of the forming Limited Liability Company must provide his or her Signature on the lines provided.

Step 13 – Under the words “Consent of resident agent,” the obtained Massachusetts Registered Agent must Sign his or her Name on the blank line provided as verification that he or she will uphold the roles of this title.

Step 14 – On the second page, under the words “Contact Informaiton,” report the Contact Person’s Name, Address, Telephone Number, and Email. This individual will be considered the first Point of Contact of the Limited Liability Company for the Secretary of the Commonwealth of Massachusetts regarding this filing.

Step 15 – Next, gather any and all documents that must accompany this filing. All relevant and required documents must be submitted simultaneously with the Filing Fee and the completed Commonwealth of Massachusetts Limited Liability Certificate of Organization. The Filing Fee for the Commonwealth of Massachusetts Limited Liability Certificate of Organization is $500.00. You may pay for this with a check made out to “Commonwealth of Massachusetts.” If you wish to pay with a credit card, you will need to submit this filing either by fax or online. You must generate a Fax Cover Sheet from the Secretary of the Commonwealth of Massachusetts when faxing and submit it with the filing of these articles as it will contain a unique bar code for your Fax Filing. You may generate the Fax Cover Sheet with barcode here: http://www.sec.state.ma.us/cor/functionality/faxfiling.htm.

Fax To:

(617) 624-3891

Mail To:

Secretary of the Commonwealth
One Ashburton Place Room 1717
Boston, Massachusetts 02108-1512

Step 16 – Every domestic Limited Liability Company operating in the Commonwealth of Massachusetts is required to submit an Annual Report by its Anniversary Month every year. This may be done online here: https://corp.sec.state.ma.us/corp/loginsystem/login_form.asp?FilingMethod=I. You may also file by mail using this form: Massachusetts Limited Liability Company Annual Form.  A $500.00 Filing Fee will be required at the time of submission.