Massachusetts Articles of Organization: What to File (2026)

Q: What is the Massachusetts equivalent of Articles of Organization for an LLC?

It is the Certificate of Organization, filed with the Secretary of the Commonwealth, Corporations Division. The filing fee is $500, or $520 when filed online or by fax. The certificate is what legally creates the LLC.

Q: How much does it cost to form a Massachusetts LLC?

The Certificate of Organization fee is $500 ($520 online or by fax). Every Massachusetts LLC then files a $500 annual report each year on or before its formation anniversary. A federal EIN from the IRS is free.

Q: Where do I file the Massachusetts Certificate of Organization?

You file it with the Secretary of the Commonwealth, Corporations Division, online, by mail, or by fax. It is not filed with a city or town clerk and not with the Department of Revenue. A resident agent must be named in the certificate.

Q: Do I need a resident agent to file in Massachusetts?

Yes. Under M.G.L. c.156C, §5, every LLC must continuously maintain a resident agent for service of process, and the agent is named in the Certificate of Organization. The agent must be a Massachusetts resident, a domestic corporation, or a foreign corporation authorized in Massachusetts, and must consent.

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 6, 2026 · Last updated Aug 6, 2026

In Massachusetts, an LLC does not file "Articles of Organization" - it files a Certificate of Organization under M.G.L. c.156C, §12, with the Secretary of the Commonwealth for a $500 fee ($520 online or by fax). "Articles of Organization" is the document a business corporation files under c.156D. Both are filed with the Corporations Division and both require a Massachusetts resident agent.

Quick Answer

LLC document: Certificate of Organization (M.G.L. c.156C, §12) - $500 ($520 online)
Corporation document: Articles of Organization (M.G.L. c.156D, §2.02)
Agency: Secretary of the Commonwealth - Corporations Division
Resident agent: Required for both - Massachusetts resident or qualified entity, with consent
Ongoing (LLC): $500 annual report, due by the formation anniversary
File through: Corporations Division online filing, mail, or fax

What "Articles of Organization" Means in Massachusetts

Massachusetts is one of the states where the phrase Articles of Organization is a source of confusion, because it is used for a corporation rather than an LLC. If you are starting a limited liability company, the document you actually file is the Certificate of Organization, governed by the Massachusetts Limited Liability Company Act at M.G.L. c.156C, §12. If you are starting a business corporation, the founding document is the Articles of Organization, governed by the Massachusetts Business Corporation Act at c.156D, §2.02. Both are filed with the same office - the Secretary of the Commonwealth, Corporations Division - but they create different types of entity.

Terminology is not uniform across the 50 states. Many states (including California, Florida, and New York) do call the LLC formation document "Articles of Organization." Massachusetts does not - it reserves that label for corporations and gives LLCs a "certificate." So when a bank, lender, or out-of-state form asks a Massachusetts LLC for its "articles of organization," what they usually need is your filed Certificate of Organization. For the full walk-through, see how to form an LLC in Massachusetts and the national how to form an LLC guide.

For an LLC: the Certificate of Organization

To form a Massachusetts LLC you file a Certificate of Organization with the Secretary of the Commonwealth and pay a $500 filing fee, or $520 when you file online or by fax (a $20 expedited-service charge). Under M.G.L. c.156C, §12, the Secretary's acceptance of the certificate is the legal act that brings the LLC into existence, unless the certificate states a later effective date. Until then, the entity does not exist and its owners have no liability shield. For a deeper explanation of the LLC form itself and its terminology cousins, see Massachusetts "Certificate of Formation" explained and what an LLC is.

For a Corporation: Articles of Organization (c.156D)

If you are forming a corporation rather than an LLC, the creating document really is called the Articles of Organization, filed under M.G.L. c.156D, §2.02 with the Corporations Division. The corporate Articles of Organization state the corporation's name, the number of authorized shares, the resident agent, the initial directors and officers, and the fiscal year. Filing fees for a corporation's Articles of Organization are based on the number of authorized shares, starting at a $275 minimum; confirm the current amount on the Corporations Division fee schedule before you file. Choosing between an LLC and a corporation affects taxes and governance - compare structures at S-corp vs LLC and LLC vs corporation.

What the Certificate of Organization Requires

For an LLC, the Certificate of Organization under c.156C, §12 must set out a defined list of items:

LLC name. The name must contain "limited liability company," "limited company," or an abbreviation such as "LLC," "L.L.C.," "LC," or "L.C.," and be distinguishable from other entity names on file with the Corporations Division.
Records office. The street address in Massachusetts where the LLC's records are kept.
General character of business. A short statement of what the LLC does.
Resident agent. The name, Massachusetts street address, and written consent of the resident agent for service of process.
Managers and authorized signatories. The names of any managers and of the persons authorized to execute documents filed with the Secretary and to record real estate.

Your internal governance - ownership percentages, voting, and profit distribution - goes in an operating agreement, which Massachusetts does not file. Whether the LLC has one member or several changes little at the filing stage; see single-member LLC for how that affects taxes.

How to File Step by Step

The pattern is the same whether you use the term "articles" or "certificate":

Check the name. Search the Corporations Division database to confirm your name is distinguishable, then verify it does not conflict with a federal trademark.
Line up your resident agent. Confirm the agent has a Massachusetts address and consents in writing.
Complete the Certificate of Organization (LLC) or Articles of Organization (corporation) through the Corporations Division online filing system, by mail, or by fax.
Pay the fee - $500 for the LLC certificate ($520 online/fax) or the share-based corporate fee - and submit. Keep the filed, stamped copy the Corporations Division returns; banks ask for it.
Calendar the annual report and set up your tax accounts.

You can confirm your filing appears in the public record using the Massachusetts business entity search.

Massachusetts Formation Fees (2026)

The fees below are set by the Corporations Division and the Department of Revenue and are effective for 2026. They are set by the state, not by any filing service.

Item	Statute / filing	Fee (2026)	Agency
LLC Certificate of Organization (create the LLC)	M.G.L. c.156C §12	$500 ($520 online/fax)	Secretary of the Commonwealth
LLC annual report	M.G.L. c.156C §12	$500 ($520 online/fax)	Secretary of the Commonwealth
Corporation Articles of Organization	M.G.L. c.156D §2.02	$275 minimum (share-based)	Secretary of the Commonwealth
Change of resident agent / office	M.G.L. c.156C §5	$25 (paper/fax); $0 electronic	Secretary of the Commonwealth
Federal EIN	IRS Form SS-4	$0 (free)	IRS

For a full breakdown of one-time and recurring costs, see Massachusetts LLC cost and the national how much an LLC costs comparison.

Resident Agent Requirement

A Massachusetts resident agent is the person or entity your LLC or corporation designates to receive service of process and official notices. M.G.L. c.156C, §5 requires every LLC to continuously maintain one, and the agent is named directly in the Certificate of Organization along with a written consent. The agent must be an individual who is a Massachusetts resident, a domestic corporation, or a foreign corporation authorized to do business in Massachusetts. You may act as your own resident agent if you live in the state, name another individual, or hire a commercial service. To change agents later, file a Statement of Change of Resident Agent, which is $25 by paper or fax and free when filed electronically. See Massachusetts resident agent requirements and the national registered agent overview.

After You File: Annual Report and Taxes

Once the Corporations Division accepts your certificate, three obligations follow. First, file the annual report each year on or before the anniversary of your formation date and pay the $500 fee. Second, get a federal EIN from the IRS - it is free and is required if the LLC has more than one member or any employees. Third, register for state taxes: by default a Massachusetts LLC is a pass-through, so members pay the 5.0% personal income tax on their share (plus a 4% surtax on income over $1 million), while an LLC that elects corporate treatment pays the corporate excise with a $456 minimum. If you sell taxable goods, register for the 6.25% sales and use tax through MassTaxConnect. Details are in Massachusetts LLC cost and business licenses in Massachusetts. When you eventually close, you file a Certificate of Cancellation - see how to dissolve an LLC in Massachusetts.

Frequently Asked Questions

Does Massachusetts use Articles of Organization for an LLC?

Not for an LLC. A Massachusetts LLC files a Certificate of Organization under M.G.L. c.156C, §12 for a $500 fee. In Massachusetts, Articles of Organization is what a corporation files under c.156D, so the two terms point to different entity types.

What is the Massachusetts equivalent of Articles of Organization for an LLC?

The Certificate of Organization, filed with the Secretary of the Commonwealth, Corporations Division, for $500 ($520 online or by fax). See Massachusetts "Certificate of Formation" explained.

How much does it cost to form a Massachusetts LLC?

The Certificate of Organization fee is $500 ($520 online/fax), and every LLC files a $500 annual report each year. See Massachusetts LLC cost.

Where do I file the Massachusetts Certificate of Organization?

With the Secretary of the Commonwealth, Corporations Division - online, by mail, or by fax. It is not filed with a city or town clerk or the Department of Revenue.

Do I need a resident agent to file in Massachusetts?

Yes. Under M.G.L. c.156C, §5, every LLC must maintain a resident agent, named in the certificate, who consents in writing. See Massachusetts resident agent.

Sources

Secretary of the Commonwealth - Limited Liability Company Information (Certificate of Organization, resident agent, annual report).
Secretary of the Commonwealth - Corporations Division Filing Fees ($500 LLC certificate; $500 annual report; corporate share-based fees; $25 change of agent).
Secretary of the Commonwealth - Fee Schedule (PDF) (expedited/online $20 charge; $275 corporate minimum).
Secretary of the Commonwealth - Certificate of Organization form (PDF).
Secretary of the Commonwealth - Corporations Division business search (verify a filed entity).
Massachusetts General Laws - c.156C §12, Certificate of Organization and annual report (LLC).
Massachusetts General Laws - c.156C §5, Resident agent for service of process.
Massachusetts General Laws - c.156C §3, Name of a limited liability company.
Massachusetts General Laws - c.156D §2.02, Articles of organization (corporation).
Massachusetts DOR - Massachusetts Tax Rates (5.0% income; 6.25% sales; 8.0% corporate excise; $456 minimum).
Massachusetts DOR - Register Your Business with MassTaxConnect.
IRS - Limited Liability Company (LLC) (federal default classification).
IRS - Get an Employer Identification Number (free EIN).

LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. Laws, fees, and thresholds change; verify current requirements with the Massachusetts Secretary of the Commonwealth and the Department of Revenue before acting.