Forming partnership entities in Massachusetts could not be easier. Compared to many states across the country, Mass has one of the simplest and least involved processes on record, though the convenience comes at a price of $200 ($215 by tax or online) per filing for domestic and foreign LPs and a whopping $500 ($520 by fax) for the three permitted LLP types. Filings can be done online (for LPs), by mail or in person (LPs, LLPs, foreign LPs), or via fax (LPs, LLPs, foreign LPs).

Before filing it is imperative that your partnership decide upon a unique name before filing for formation. To do this, you may simply peruse the business entity database to narrow down options from similarly named businesses, or you may officially reserve a name with the Secretary of the Commonwealth via its name reservation procedure. In either case, for the purposes of the following tutorials, we will be assuming that a unique and legally appropriate name has been selected by the partners prior to partnership formation.

How to File a Domestic LP (Online)

Step 1 – As mentioned above, forming an LP online is both free and easy. To begin, navigate to this webpage and select the link entitled here which indicates that you are forming a new entity toward the top of the page.

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Step 2 – Now you must select limited partnership certificate from the listed options to continue.

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Step 3 – Now begins the data entry portion of the filing. To begin, submit the exact name of the LP (including the words “Limited Partnership”) as well as the general character of business of the partnership.

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Step 4 – Submit now the principle address of the LP.

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Step 5 – You must now input the address of the resident agent as well as have him/her sign off, officially, on their appointment.

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Step 6 – For the following section input the name and address of each general partner. To add extra partners select the add link to the bottom right of the section.

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Step 7 – Indicate the latest date on which the limited partnership is to dissolve.

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Step 8 – If you have additional matters or special filing instructions to disclose do so at this point in the provided fields.

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Step 9 – Submit the identification information, address, phone number and, if you wish to receive an expedited judgement on your partnership, an email address for the filer.

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Step 10 – Finally, have at least one general partner ‘sign’ the e-form by writing his/her name in the provided field. This is a binding signature. Select accept if you agree to the stated regulations which come with such a filing and, if everything is completed, select click HERE to submit to submit. You will have a chance to review your information before the filing is officially submitted.

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Step 11 – You must now pay for your filing. Once you’ve indicated that your form is complete and accurate to the best of your knowledge you will be presented with a page displaying your payment options. For the purposes of this tutorial we’ve opted to show the credit card method.

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Step 12 – Input your credit card number and select submit to complete the filing process.

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How to File an LP (Mail | In Person | Fax)

Step 1 – You may form an LP through the mail or by fax, should you chose to avoid the online option for one reason or another. Whether you intend to mail in the form, drop it off in person, or fax it, most of the procedure is identical. To begin, you will need to download the Limited Partnership Certificate PDF. You can fill it out on your computer or by printing it and then filling it out, but in either case you will need to submit the following information:

  • Exact name of the LP
  • General character of the business of the LP
  • Principle address of the LP
  • Name and address of the resident agent
  • Name and business address of each general partner
  • Latest date on which the partnership is to dissolve
  • Additional matters (if any)
  • Signatures of all general partners
  • Consent of resident agent

ma-lp-form-1Step 2 – Input your contact information at the bottom of page two to complete the form. Make sure you do not fill in the section intended for the Secretary of the Commonwealth.

ma-lp-form-2Step 3a – (Mail | In Person) – Place your form in an envelope along with a check for $200 made out to the Commonwealth of Massachusetts and send it, or drop it off in person, at the following address:

Corporations Division
1 Ashburton Place, Room 1717
Boston, MA 02108-1512

Step 3b-1 – (Fax) – In order to fax your forms you must assemble a proper fax package and pay your fees in advance via the Secretary of the Commonwealth’s website. To begin, navigate to this page within which you will generate your fax voucher coversheet and pay the required fees. To begin with, input your contact information and select the appropriate category and filing type for your partnership (domestic limited partnership and limited partnership certificate respectively).

ma-lp-fax-1 ma-lp-fax-2aStep 3b-2 – Select your preferred payment type. For the purposes of this tutorial we have opted to show only the credit card method.

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Step 3b-3 – Input your credit card number and select submit to finalize the voucher creation. You will be presented with a printable voucher upon the completion of your payment.

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Step 3b-4 – Place your fax voucher coversheet (the document you just generated) on top of your Limited Partnership Certificate (the PDF form from step 1) and fax the package to 617-624-3891. You will be able to confirm your filing, rejected or otherwise, by performing a simple business entity search within one business day of filing.

How to File a Domestic, Professional, or Foreign LLP (Mail | In Person | Fax)

Step 1 – Forming an LLP in Massachusetts is a bit complicated due to a few factors. For one, there is no online filing system available, nor is there any ready-made PDF forms by which you can file; therefore, you will be expected to draft your own filing form based off of the guidelines outline on the LLP information page housed on the Secretary of the Commonwealth’s website. Secondly, there are three types of LLP: Domestic, Domestic Professional, and Foreign, each with its own guidelines for filing. The following guides, constructed by the Commonwealth, are not complete, but they do provide a good starting point for drafting these documents:

Limited Liability Partnerships

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Professional Limited Liability Partnerships

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Foreign Limited Liability Partnerships

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For more specific and official information the Commonwealth suggests purchasing the exact regulations from the State Bookstore at the following address for $7.85 (if in person):

The State Bookstore
State House, Room 116
Boston, MA 02133

Regulations can be purchased through the mail by sending a request to the following address in addition to a check for $12.35 to the following address:

Corporations Division
1 Ashburton Place, Room 1717
Boston, MA 02108-1512

Step 2a – (Mail | In Person) – Once you’ve drafted your form in complience with the aforementioned regulations and to the satisfaction of your partners and registered agent you can submit it by mail, in person, or by fax. To mail it or submit it in person successfully you must place your form in an envelope along with a check for $500 made out to the Commonwealth of Massachusetts and send it / drop it off to the following address:

Corporations Division
1 Ashburton Place, Room 1717
Boston, MA 02108-1512

Step 2b-1 – (Fax) – It is possible to submit via fax for expedited processing (for an extra $20) should you choose to do so. If you plan to file by fax you must first navigate to this page hosted by the Commonwealth which will help you generate your fax voucher and pay the associated fees. Input your contact information into the top section to begin.

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Now you must select the appropriate category and filing type for your partnership. For domestic LLPs you will select registered domestic limited liability partnership and certificate of registration.

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For domestic professional LLPs you will select registered professional limited liability partnership and certificate of registration.

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Finally, for foreign LLPs you will select registered foreign limited liability partnership and certificate of registration.

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Step 2b-2 – After confirming that the information is correct you must indicate your preferred payment method. For the purposes of this tutorial we have opted to show only the credit card procedure.

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Step 2b-3 – Input your credit card number and select submit to finalize the voucher creation. You will be presented with a printable voucher upon the completion of your payment.

ma-lp-fax-4bStep 2b-4 – Take your recently generated fax voucher coversheet and place it at the top of your fax package. Beneath it place the filing document you have drafted with the help of the Commonwealth guidelines. Once the package is complete fax is to 617-624-3891. You will be able to confirm your filing, rejected or otherwise, by performing a simple business entity search within one business day of filing.

How to File a Foreign LP (Mail | In Person | Fax)

Step 1 – To form a foreign LP or foreign professional LP in Massachusetts you must file either through the mail or by fax, the procedures for which being almost identical. Regardless of which method you opt to file by you must complete the Foreign Limited Partnership Application for Registration PDF.  You may fill out the PDF electronically or by hand. To complete the first page of the foreign LP form you must submit the following information into the provided fields:

  • Exact name of the LP
  • Operating name of the LP (if different)
  • Original jurisdiction of the LP
  • Initial date of organization
  • General character of the business
  • Principle business address
  • Name and address of each general partner

ma-flp-form-1Step 2 – Continue completing the form by entering the following data:

  • Principle business address in commonwealth (if any)
  • Name and address of resident agent in commonwealth
  • Address of the office at which the LP houses its binding and organizational forms

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You must also have at least one general partner sign the form, as well as have the resident agent certify the information.

Step 3 – There is space at the top of the form for the Secretary of the Commonwealth to sign off on your filing, should he choose to do so. To finish the form, submit your contact information at the bottom of the third page.

ma-flp-form-3Step 4a – (Mail | In Person) – You now need only mail your form or drop it off in person, along with a check for $200 made out to the Commonwealth of Massachusetts, to the following address:

Corporations Division
1 Ashburton Place, Room 1717
Boston, MA 02108-1512

Step 4b-1 – (Fax) – It is possible to fax your forms for the sake of expedited processing, however the process is a little more involved. To begin, navigate to this page which the commonwealth has set up to help you generate your fax voucher cover– a necessary element of any tax filing. You must first input your contact information, and secondly you must choose the correct category and filing type for your specific foreign LP (foreign limited partnership and foreign limited partnership registration respectively).

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Step 4b-2 – You must now select your preferred payment type. For the purposes of this tutorial we have opted to show the credit card only.

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Step 4b-3 – To finalize the voucher creation process input your card number and select submit. Your voucher will be generated for you once the payment is processed.

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Step 3b-4 – Finally, create a fax package consisting of your fax voucher coversheet, on top, and your Foreign Limited Partnership Application for Registration, on bottom, and fax the package to 617-624-3891. By performing a business entity search within one business day of filing for your entity you should be able to find out if your filing was accepted or rejected.

Tips

EIN – As soon as your LP, LLP, or foreign LP is approved for formation by the Secretary of the Commonwealth we recommend that you immediately acquire an EIN, or employer identification number, from the IRS. This number, which identifies your entity as a taxable business, will be necessary in performing even the most basic financial maneuvers, such as applying for a corporate credit card. To apply for this number you can go online via the IRS website or through the mail by downloading and completing their PDF Form SS-4.

Partnership Agreement – We strongly recommend that all new partnerships draft a partnership agreement, though they are not technically legally required for formation or good standing. These documents, in general, outline the structure of the partnership from both a financial and organizational standpoint. For more information on drafting a partnership agreement, as well as access to our template (in both MS Word and PDF formats), please follow the link to the left.

Renewal – All LPs, LLPs, and foreign LPs must file an annual report with the office of the Secretary of the Commonwealth in order to remain legal and otherwise in good standing. Filing can be completed online via the link to the left (note, you must have a customer ID number and PIN registered with the Corporations Online Filing System to do so) or by mail/in person using the following forms:

Unfortunately stewards of LLPs ($500 for domestic, professional, and foreign LLPs) will not be able to file online, nor is there a ready-made PDF form for the annual report as there is for LPs and foreign LPs. You will need to draft your own document pursuant to the tenants laid out in the Massachusetts LLP information page. Filing can be completed online (for LPs) or by mail, in person, or by fax for LLPs and foreign LPs. For instructions on fax filing please click here. All forms to be submitted in person or through the mail should be directed to the following address:

Corporations Division
1 Ashburton Place, Room 1717
Boston, MA 02108-1512

Likewise, make out all checks to the Commonwealth of Massachusetts.

How to (Video)