Form an LLC in Massachusetts – Professional Limited Liability Certificate of Organization (Form P)

The Massachusetts Professional Limited Liability Company Certificate of Organization (Form P) is required by the Secretary of the Commonwealth of Massachusetts for entities wishing to form a Limited Liability Company that provides a specific professional service. A professional service is one that typically requires a license such as a veterinarian or a chiropractor. The professional service the forming Professional Limited Liability Company provides must be listed on this document along with the Name and Address of each Member or Manager delivering the Professional Service. This form will require the minimum reporting requirements for properly registering many types of Professional Limited Liability Company in Massachusetts but it is highly recommended one consults an attorney to make sure any additional requirements for the entity being formed are fulfilled as well.

The Massachusetts Professional Limited Liability Company will come with a Filing Fee of $500.00. This may be paid for with a check (made out to “Commonwealth of Massachusetts”) when filing by Mail or In Person. If you wish to pay with a credit card, you will need to file this document by Fax or Online. When filing by fax, you must go to the Secretary of the Commonwealth fo Massachusetts website and generate a Fax Cover Sheet. This will contain a bar code that will be used to uniquely identify your filing.

How To File By Mail

Download Form

Step 1 – Select the link labeled “Download Form” to save the Massachusetts Professional Limited Liability Company as a PDF file. This is editable on screen with a PDF program or PDF form ready browser. In the absence of such software, you may print the blank document then type in the required information.

Step 2 – On the first line of the Massachusetts Professional Limited Liability Company Certificate of Organization, enter the Federal Entity Identification Number of the forming Professional Limited Liablity Company (if available).

Step 3 – In Article 1, enter the forming Professional Limited Liability Company’s Full Name. This must contain the suffix “Professional Limited Liability Company” or an appropriate abbreviation.

Step 4 – Next, in Article 2, you must report the Street Address where the Professional Limited Liability Company’s records are maintained and stored. This must be a Physical Address and may not contain a PO Box.

Step 5 – Report the Professional Service the forming Professional Limited Liability Company will be providing on the blank line in Article 3a. Then, on the blank line in Article 3b, list the Full Name and Complete Address of each Member or Manager who bares the license and credentials to deliver the Profeesional Service the Professional Limited Liability Company will provide. Article 3c will bind the forming Professional Limited Liability Company.

Step 6 – Article 4 will require the forming Professional Limited Liability Company’s lifespan. If the Professional Limited Liability Company has determined a Date when it will dissolve and cease activity, then report this this Date of Dissolution on the blank line provided. If there is no such Date, then leave this article blank.

Step 7 – Article 5 shall require the Full Name of Commonwealth Resident Agent. Also, the Complete Address of the physical location of the Commonwealth Resident Agent must be given. The Commonwealth Resident Agent is the party or entity who has agreed to receive such actions as Service of Process on behalf of the Professional Limited Liability Company. Thus, the Commonwealth Resident Agent Address entered here must be where the Commonwealth Resident Agent will be reliably (and physically) found. Enter the Building Number, Street, Unit Number, City, State, and Zip Code of this address.

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Step 8 – In Article 6, use the space provided to provide a Roster of the Managers of the forming Professional Limited Liability Company should this be a Manager-managed Limited Liability Company. If the Manager(s) of the forming Professional Limited Liability Company has a Business Address that differs from that of the office location then, it must be listed here as well. If this is a Member-managed Limited Liability Company then list those Members who shall act as Managers.

Step 9 – In Article 7, provide the Name of at least one party who is authorized to submit filings concerning the forming Professional Limited Liability Company. A good example would be the Organizer of the current document. If the parties reported here have a Business Address that differs from the office location, then report that party’s Business Address with that party’s Name. Do this in the space provided.

Step 10 – Next in Article 8, provide the Name and Business Address (if any) of any party who may enage in recording activities concerning the forming Professional Limited Liability Company and real property in the spae provided.

Step 11 – Some Professional Limited Liability Company’s being formed in Massachusetts may need to include addtional Provisions. If so, such Provisions may be reported in the space provided in Article 9.

Step 12 – There will be a blank line at the end of this page following the words “Signed by…” The Organizer, or other Authorized Representative of the Professional Limited Liability Company, must provide his or her Signature. Similarly, below this, the forming Professional Limited Liability Company’s Commonwealth Resident Agent must Sign his or her Name (one the blank line below the words “Consent of resident agent). This action will verify the named Commonwealth Resident Agent. shall accept the duties of existing as the Professional Limited Liability’s Commonwealth Resident Agent.

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Step 13 – On the next page, locate the heading “To Be Filled In By Limited Liability Company.” On the three blank lines below the words “Contact Information,” report a Point of Contact the Secretary of the Commonwealth may use regarding this filing. This should consist of the Full Name and Address of the Contact Person. Below this, you must also report the Contact Person’s Telephone Number and Email.

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Step 14 – Now you will need to submit the Massachusetts Professional Limited Liability Company Certificate of Organization and all attachements along with the $500.00 Filing Fee to the Secretary of the Commonwealth of Massachusetts. It is important to note that in many cases, the members delivering the Professional Services must supply their credentials from the appropriate regulatory or licensing board for that profession. You may submit paper forms by Fax, by Mail, or Drop off. If submitting by Mail, you will need to pay the Filing Fee with a check payable to “Commonwealth of Massachusetts.” If submitting by Fax, you will need to generate a Fax Cover Page with a unique Commonwealth of Massachusetts bar number and you must pay with a credit card. You may generate the Fax Cover Page necessary 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 15 – After a Professional Limited Liability Company has successfully registered it will be expected to file an Annual Report, once a year, by the Anniversary Month of its registration date. This will require payment for a Filing Fee of $500.00. You may file online by going to this link: https://corp.sec.state.ma.us/corp/loginsystem/login_form.asp?FilingMethod=I.   or you may file a paper form by downloading this PDF: Massachusetts Limited Liability Company Annual Form