950 CMR, § 112.11 - Domestic Limited Liability Company Certificate

(1) In order to form a domestic limited liability company, one or more persons must execute a certificate of organization. The certificate shall set forth in the order provided in 950 CMR 112.11(a) through G):

(a) the federal employer identification number, if available;

(b) the name of the limited liability company;

(c) the street address of the office in the Commonwealth at which its records will be maintained;

(d) the general character of its business, and if the limited liability company is organized to render a professional service, the service to be rendered, the name and address of each member or manager who will render a service in the Commonwealth, and a statement that the limited liability company will abide by and be subject to any conditions or limitations established by any applicable regulating board, including the provisions of liability insurance required by M.G.L. c. 156C, § 65. If the limited liability company is to render a professional service, the certificate of organization shall be accompanied by a certificate of any applicable regulating board that each member or manager who will render a professional service in the Commonwealth is duly licensed;

(e) the latest date of dissolution, if specified;

(f) the name and street address of the resident agent for service of process in the Commonwealth required to be maintained by M.G.L. c. 156C, § 5 and the agent's written consent to the appointment either on the certificate or attached thereto.

(g) the name of each manager and, if different from the office location, their business address. If there are no managers, include a statement to that effect; and

(h) the name of each person in addition to the manager who is authorized to execute documents to be filed with the Division., and their business address if different from the office location. At least one person shall be named if there are no managers.

The registration may, in addition, include:

(i) the name of each person authorized to execute, acknowledge, deliver, and record any recordable instrument purporting to affect an interest in real property and their business address if different from the office location; and

(j) any other matters the authorized persons determine to include therein. The fee for filing the certificate of registration shall be $500.00.

(2) A limited liability company is formed at the time of filing of the certificate of organization with the Division or at any later time specified in the certificate of organization if, in either case, there has been substantial compliance with the requirements of M.G.L. c. 156C, § 12.

Notes

950 CMR, § 112.11