1. Choose a form of business structure – sole proprietor, LLC, corporation, other?
In Massachusetts, organizational forms available to agencies include: sole proprietorship, general partnership, limited partnership, corporation, limited liability company (LLC)or limited liability partnership (LLP). Each form has its advantages and disadvantages. Some considerations include taxation, protection from personal liability, flexibility in ownership interests, etc. In Massachusetts, sole proprietorships are not eligible for a business entity producer license and must do business under an individual producer license. As such, the majority of this checklist applies to non-sole proprietorship business forms that are seeking a business entity license.
2. Check the availability of your desired agency name.
Before preparing the paperwork for your agency, you may wish to check whether the name you want is available. You can search the Massachusetts Secretary of State’s Corporations Division’s corporate database and name reservation database to determine whether a name is available. The Corporations Division website is www.sec.state.ma.us/cor/coridx.htm. The name of your agency will not be allowed if it is the same or too similar to another name that is used or that has been reserved. You can reserve a name prior to incorporating or filing a certificate by filing an Application of Reservation of Name with the Corporations Division. The filing fee is $30.00. You must still get approval of your name from the Division of Insurance but it is more likely to be approved now that you have confirmed that it is not in use by another and it will be less likely that you will need to redo the organizational paperwork for forming the business entity.
3. Prepare the paperwork for the form of business organization that you have chosen.
Corporations need Articles of Organization and By-Laws, LLCs need Certificates of Organization and should have an Operating Agreement, partnerships need partnership agreements and sole proprietorships need Business Certificates from the town in which they will be operating. The advice of an experienced attorney will assist you avoiding any missteps here.
4. Get your agency name approved.
Pursuant to M.G.L. c. 155, § 9, the name of any business entity formed for the purpose of acting as an insurance producer is subject to the prior written approval of the Commissioner of Insurance. Effective, November 14, 2003, new Business Entity Producer applicants are no longer required to have the word, “insurance” in their corporate names. Business Entity names must be professional sounding and must not be the same as another entity’s name. A Business Entity may have one DBA (doing business as) name.
All Individual Producers are still required to have the word, “insurance” in their DBA names. Individual DBA names may not include the words,”group”, “associates/association”, “partnership” or “company”.
In order to obtain name approval, you must send in the unexecuted Articles of Organization if a corporation. (If the entity is already incorporated and approved with the Secretary of State’s office; then a certified copy of your Articles of Organization and a Certificate of Existence are required.) LLCs must send in the Certificate of Organization. If a DBA is to be used, a Business Certificate from the town or city in which the agency will be operating your business, is also to be included with the above required documentation for approval by the Division.
5. File your business entity paperwork with the Massachusetts Secretary of State’s Office.
If your name is approved, the Division of Insurance will mark its approval on the Articles of Organization or Certificate of Organization that you submitted. These can now be signed and filed with the Corporations Division of the Secretary of State’s Office. As of July 2009, the fee for filing Articles of Organization is $275.00 and for filing an LLC Certificate of Organization is $500.00. At the same time you can request a certified copy of the same and a Certificate of Legal Existence both of which must be filed with your business entity license application. Certificates of Legal Existence are $12.00. Certified copies are $12.00.
6. Prepare the Uniform Business Entity Licensing Application.
A current version of the Uniform Application for Business Entity Insurance License can be obtained from the National Insurance Producer Registry website at www.nipr.com. The application must identify at least one individual with a current producer’s license. In Massachusetts, this person can be an owner, officer, director, partner or key employee of the business entity.
7. Send the application, materials and fee to the Division of Insurance.
The following materials should be sent to the Division of Insurance for approval:
NAIC Uniform Licensing Application – New Business Entity Producer
Member list – In addition to the producer that must be identified on the application, Massachusetts requires a separate list of all licensed producers (key individuals i.e.: owners, officers, directors & key employees) who will be transacting business in MA, are individually licensed as resident or non-resident individual producers in MA and are to be covered under the business entity’s license.
MA Certificate of Existence (According to the Division of Insurance, an acceptable alternative to this is a written statement signed under the pains and penalties of perjury that affirms that the business entity has made the required filings with the Secretary of the Commonwealth of Massachusetts).
Certified copy of the Articles of Organization (or Certificate of Organization if an LLC)
Licensing fee – $75 per member listed on the member list, checks are to be made payable to the Commonwealth of Massachusetts.
All noted documents which are required for licensure are to be sent to the P.O. Box (bank lockbox) first for processing of fee check, at the address below :
MA Division of Insurance
P.O. Box 370043
Boston, MA 02241