If you set up a business in Massachusetts as a limited partnership, limited liability partnership, or limited liability company (LLC), you need to register with the Corporations Division of the Secretary of the Commonwealth of Massachusetts. The same entities that are formed in other states and want to do business in Massachusetts must also register.

Before you register your business entity, you can Search the Corporate Database maintained by the Secretary of the Commonwealth of Massachusetts to see if the name you want to use is available.

You can register a new entity online using the Corporations Online Filing System. Or you can register by fax, mail, or in person.

A limited partnership must file a Limited Partnership Certificate. The filing fee is $200. A limited partnership must also file an annual report each year on or before the anniversary date of filing its limited partnership certificate. You can file the annual report online using the same Corporations Online Filing System and the fee is $450 – versus Wyoming Secretary of State’s $102.

According to the Secretary of the Commonwealth of Massachusetts, partnerships can register with the Corporations Division to limit the personal liability of the partners. To become a registered limited liability partnership you need to file a registration executed by one or more of the partners and authorized by a majority of the partners. There is no preprinted form for this registration, and it must include the partnership’s federal employer identification number, name, street address, and a brief statement of its business. The filing fee for this registration is $500.

A registered limited liability partnership must file an annual report by the last day of February. This annual report must include all the information in the original registration and the fee for filing the annual report is $500.

Partnership and LLC.

A limited liability company can be registered in Massachusetts using the Corporations Online Filing System. A limited liability company must file a Limited Liability Company Certificate of Incorporation. The filing fee is $500. A Limited Liability Company Annual Report must be filed by the anniversary date of the filing of its original certificate of incorporation. The fee for filing the annual report is also $500.

You also need to register your business with the Massachusetts Department of Revenue to collect and pay taxes. You can register online. The state and local taxes you will have to pay in Massachusetts depend on the type of business you operate. For example, you may be subject to sales or excise taxes.

You may also need certain licenses and permits. You can find links to more information on the Massachusetts Department of Revenue website under Licensing and Regulation and on the Commonwealth of Massachusetts website under Business licenses, permits and regulations.

Partnerships must file an annual income tax return in Massachusetts – Form 3, Partnership Return of Income, and Schedule 3K-1 showing the partners’ distributive shares. Partnerships and limited liability companies in Massachusetts may also be required to withhold taxes on distributive share amounts allocated to the partners. You can find more information on the Massachusetts Department of Revenue website under Guide for Pass-Through Entities.

Sources:

Business licenses, permits and regulations, Commonwealth of Massachusetts

Corporations Division, Secretary of the Commonwealth of Massachusetts

Corporations Online Filing System, Secretary of the Commonwealth of Massachusetts

Form 3, Partnership Return of Income, Massachusetts Department of Revenue

Guide for Pass-Through Entities, Massachusetts Department of Revenue

Licensing and Regulation, Massachusetts Department of Revenue

Limited Liability Company Annual Report, Secretary of the Commonwealth of Massachusetts

Limited Liability Company Certificate of Incorporation, Secretary of the Commonwealth of Massachusetts

Limited Liability Partnership Information, Secretary of the Commonwealth of Massachusetts

Limited Partnership Certificate, Secretary of the Commonwealth of Massachusetts

Register with DOR, Massachusetts Department of Revenue

Schedule 3K-1, Partner’s Massachusetts Information, Massachusetts Department of Revenue

Search the Corporate Database, Secretary of the Commonwealth of Massachusetts