Articles of Organization
To form an LLC in Massachusetts, articles of organization must be signed by the members named in the articles, or by an organizer, and then filed with the Corporations Division of the Secretary of the Commonwealth. State law requires that certain information be included in your articles of organization. This information must include:
- The company name
- The period of the LLC’s duration (this period may be perpetual or for a set amount of time). If the LLC is to have a specific date of dissolution, the latest date on which the LLC is to dissolve
- The purpose of organization (this may be specified or you are allowed to use the phrase “any or all lawful conduct for which a limited liability company may be organized”)
- The address of the company’s registered office
- The name of the company’s registered agent (If you don’t have a registered agent, United Agent Services can arrange to be your legal agent – see below for additional details)
- The name and address of each manager, if any, at the time of formation
- The name of any other person besides manager authorized to execute documents filed with the state secretary (at least one person should be named if there are no managers)
- If desired, the names of persons authorized to execute, acknowledge, deliver and record any recordable instrument purporting to affect an interest in real property, whether to be recorded with a registry of deeds or a district office of the land court
- Any other matters or other provisions for internal regulation the authorized persons determine to be included therein
Your LLC is considered organized once the articles of organization and one copy (or conformed copy) are delivered to the Corporations Division of the Secretary of the Commonwealth, and the Secretary of the Commonwealth finds that they are in compliance with state requirements. The document must be executed by:
- An organizer if the LLC has not yet been formed
- A manager or other authorized person after formation or
- By a receiver, trustee or fiduciary if the LLC is in any of the aforementioned hands
One certified copy of the articles of organization will be issued, and the other certified copy will be returned to the organizer or members.
Additionally, forming an LLC generally requires inclusion and/or consideration of the following:
Any person may form a LLC. The person need not be a member of the LLC.
- Minimum Number of Organizers: One or more authorized persons
- Eligibility: An organizer may be a natural person, partnership, whether general or limited and whether domestic or foreign, limited liability company, foreign limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity
Although not required, LLC members may adopt an operating agreement for the company, which may also be amended and repealed as allowed by the agreement or applicable law. The articles of organization may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. If there is more than one member, any operating agreement shall initially be agreed to, in writing, by all of the members.
A limited liability company must have one or more members. Requirements:
- Minimum Number of Members: One or more
- Eligibility Requirements: A natural person or an entity
- Procedure for Membership: The member may acquire an interest in the LLC either:
- Upon the later to occur of: the formation of the LLC or directly from the company, in compliance with any operating agreement of the company or as reflected in the records of the LLC, or
- After formation with the consent of all of the members of the company if a written operating agreement of the company does not provide for acquiring an interest directly from the company
Resignation of Membership
Certain prohibitions exist surrounding the ability of a member to resign from the company.
- A member may not resign from a limited liability company except in accordance with the operating agreement or at the time or upon the happening of an event specified in the operating agreement
- The operating agreement may prohibit the right of a member to resign
- Even if there is no right of resignation, a member may resign by giving at least 6 months written notice to the LLC as specified by the articles and written notice to each member and manager
- The LLC may recover damages from the breach of the operating agreement
The contributions of a member to the limited liability company may be in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.