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State forms · Massachusetts · Certificate of Organization, Limited Liability Company (M.G.L. c. 156C, s. 12)

Massachusetts Certificate of Organization for an LLC

The Certificate of Organization is the document that creates a Massachusetts limited liability company under section 12 of chapter 156C of the General Laws, with the details set by the Corporations Division's regulation, 950 CMR 112. It is filed with the Corporations Division of the Secretary of the Commonwealth, online through the division's File Online service or on the division's PDF form, and a separate version of the certificate exists for professional LLCs. The company is formed when the certificate is filed, or at a later time the certificate specifies, so long as it substantially complies with the statute.

Massachusetts sets out the certificate's contents in a fixed order, and three of its rules catch out-of-state owners. The company's office, where its records are kept, has to be a street address in Massachusetts. The agent for service of process has to consent in writing, on the certificate or attached to it. And the certificate has to name the people who can sign filings for the company: every manager, and if there are no managers, at least one person authorized to execute documents filed with the division. Those names and their business addresses become the public face of the company.

Updated November 1, 2026. Facts checked October 2026.

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Certificate of Organization at a Glance

Form
Certificate of Organization, Limited Liability Company (M.G.L. c. 156C, s. 12)
Filing portal
Corporations Division online filing system
Filed with
Massachusetts Secretary of the Commonwealth, Corporations Division
State fee
$520
Facts checked
October 2026

The state fee is Massachusetts's own charge and is the same whether you file the Certificate of Organization yourself or we file it for you. Processing figures are what the Massachusetts Secretary of the Commonwealth publishes and are not a promise of when a filing is approved; the state's expedite tiers are listed by name, with their amounts in the facts box on the Massachusetts LLC page.

Below: every field in the order the form asks it, who the filing puts on the public record, whether the registered agent signs, the reasons Massachusetts returns it, and what the state expects after it is filed.

What Certificate of Organization Asks For

  1. 1.Federal employer identification number (if available)First in the statute's order, but only if the company already has one. A brand new company usually does not, and the line can be left blank.
  2. 2.Name of the limited liability companyMust contain limited liability company, limited company, or the abbreviation L.L.C., L.C., LLC or LC, and may contain the name of a member or manager. It cannot be the same as, or deceptively similar to, a name already reserved or registered in Massachusetts, unless that company consents in writing.
  3. 3.Office in MassachusettsThe street address of the office in the Commonwealth at which the company's records will be maintained. It must be in Massachusetts.
  4. 4.General character of the businessA short description of what the company does. A professional LLC also states the service, names each member or manager who will render it in Massachusetts with an address, agrees to the insurance provisions of section 65, and attaches a certificate from the regulating board for each of them.
  5. 5.Latest date of dissolution (if any)Only if the company is to dissolve by a set date. Most companies leave it out.
  6. 6.Agent for service of process, with the agent's consentThe agent's name and business address, plus the agent's written consent, either on the certificate or attached to it. Massachusetts calls this person the resident agent in its later filings.
  7. 7.Managers (if any)The name and business address, if different from the office, of each manager.
  8. 8.Persons authorized to sign division filingsThe name and business address of anyone other than a manager authorized to execute documents filed with the Corporations Division. At least one person must be named if there are no managers.
  9. 9.Real property signers and other matters (optional)The names and business addresses of people authorized to execute, acknowledge, deliver and record instruments affecting an interest in real property, useful for a company that will buy or sell real estate, and any other matters the authorized persons choose to include.
  10. 10.SignatureSigned by the person forming the LLC, in the division's words. The people named to sign future filings with the division should be the owners, not a filing service, because they sign every annual report after this one.

Who Is on the Massachusetts Record

Who appears on the form

Managers (name and business address), persons authorized to sign Division filings, optional real-property signers, and the resident agent.

Does the registered agent sign the Certificate of Organization?

Yes. The agent's written consent must be in the certificate or attached to it (c. 156C s. 12(a)).

From our audit of Massachusetts's official form and statutes, checked October 2026. Everything entered on a filing becomes public record once the state files it.

Why Massachusetts Rejects It

  • An office address outside Massachusetts, or no street address for the office where records are kept.
  • No written consent from the agent for service of process, on the certificate or attached to it.
  • A member-managed company that names no person authorized to sign filings with the Corporations Division.
  • A name that lacks limited liability company or an accepted abbreviation, or one that is the same as or deceptively similar to a name already on record, filed without that company's written consent.
  • A professional LLC filed on the general certificate, or without the regulating board certificates and the insurance statement.
  • An unsigned certificate, or one signed by someone who is not forming the company.

A rejection costs days, sometimes a second fee, and in a few states the name you wanted. Our name check and field review happen before the form goes to the Corporations Division online filing system, which is most of what you pay us for.

After the State Files It

  • The Corporations Division files the certificate and the company appears in the division's business entity search. We do not promise the state's processing time; what we control is when the certificate reaches the division.
  • Every year, on or before the anniversary of the date the certificate was filed, the LLC files an annual report with the Corporations Division. It contains everything the certificate contains, with any changes. Massachusetts publishes no late fee for an LLC's report as a state fact, but a company two reports behind is administratively dissolved, and reinstatement requires every report owed to be filed.
  • Between reports, Massachusetts requires the certificate to be amended when managers or authorized signers change, and an agent change is its own statement of change filed with the division.
  • Massachusetts has no newspaper publication requirement for a new LLC. Companies that will collect sales tax or have employees register with the Department of Revenue through MassTaxConnect before that activity starts.

More on filing in Massachusetts: Massachusetts LLC filing through Massachusetts Secretary of the Commonwealth.

Once the company is approved, the Annual Report is Massachusetts's recurring filing: file the Massachusetts Annual Report online, or have it filed for you.

Certificate of Organization Questions

Does the Massachusetts office have to be in Massachusetts?+

Yes. The certificate gives the street address of the office in the Commonwealth where the company's records will be maintained, and the statute requires it to be in Massachusetts. An owner who lives elsewhere usually uses the registered agent's Massachusetts address or another Massachusetts business address for it.

Who must be named as an authorized person?+

Every manager is named with a business address, and if the company has no managers, at least one person authorized to execute documents filed with the Corporations Division must be named. That person signs the annual report and later amendments, so it should be an owner, not the filing service. Massachusetts also requires the certificate to be amended when an authorized person changes.

How does the agent consent in Massachusetts?+

In writing. Section 12 requires the agent's consent either on the certificate or attached to it, so the agent's agreement is part of the filing rather than a private matter. A registered agent company gives that consent as a routine part of being named; an owner naming a friend or relative needs a signed consent from that person before filing.

When is the Massachusetts annual report due?+

On or before the anniversary of the date the Certificate of Organization was filed, every year starting the year after formation. A company formed on March 15, 2026 files its first report by March 15, 2027. The report repeats the certificate's information with any changes. We file Massachusetts annual reports as well; the Massachusetts annual report page has the details.

Who appears on the Massachusetts public record?+

The managers and the people authorized to sign division filings, each with a business address, any real property signers, the agent for service of process and the company's Massachusetts office. Members who are not managers or authorized signers are not listed. Because a business address is asked for, owners can give an office address instead of a home address.

Can I file the Certificate of Organization online?+

Yes. The Corporations Division's LLC page links File Online for the Certificate of Organization, and the division also posts the PDF certificate, with a separate version for professional LLCs. The state's fee is the same whether you file yourself or we file for you.

Why is there a line for real property signers?+

Because Massachusetts lets the certificate name the people who may execute, acknowledge, deliver and record documents affecting an interest in real property. Naming them on the certificate gives registries of deeds a public record of who can sign for the company, which smooths a closing. It is optional and mainly useful for companies that will hold real estate.

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