The number to plan around in Massachusetts is a recurring one: the Certificate of Organization costs $500, and the annual report you file every year after that costs $500 as well. That report is due on the anniversary of your original filing date, not on a single statewide deadline, so the date is different for every company. Budget for both numbers before you file, and put your anniversary on the calendar the day your LLC is approved.
Massachusetts LLC quick facts
Fees and deadlines from official state sources| Formation document | Certificate of Organization (M.G.L. c. 156C, section 12) |
|---|---|
| State filing fee | $500 |
| Processing and expedite | No separate rush tier is published. Online and fax filings carry an automatic expedited fee of $20 on a $500 order. Fax filings: generally processed the same business day, and no later than the next business day. Online and mail processing times: not published. |
| Annual report | Limited Liability Company Annual Report, $500, due by your filing anniversary |
| State LLC tax | No separate annual LLC tax; the LLC is taxed the way it is classified federally |
| Registered agent | Required (Massachusetts calls it a resident agent), with a street address in the state |
| Newspaper publication | Not required |
| Where to file | Corporations Division online filing |
Step 1Pick a name the state will accept
Your LLC’s name has to include “limited liability company” or “limited company,” or one of the abbreviations L.L.C., L.C., LLC or LC. It can include the name of a member or manager. It cannot be the same as, or deceptively similar to, the name of an existing entity in Massachusetts unless that entity gives written consent.
Check availability with the Secretary’s business entity search. If you are not ready to file, you can hold a name by filing an Application of Reservation of Name for $30. The reservation lasts 60 days, and you can extend it once for another 60 days by paying the fee again.
Step 2Line up a resident agent
Every Massachusetts LLC must continuously keep a resident agent and an office in the Commonwealth. The agent receives legal papers on the company’s behalf. The agent’s office must be a street address; a post office box is not enough. The agent also has to consent to the appointment in writing, and that consent goes in the certificate or is attached to it. You can serve as your own agent if you have a qualifying Massachusetts address, or you can name a person or company that offers the service.
If you change agents later, the filing costs $25 by paper or fax and nothing if you file electronically.
Step 3File the Certificate of Organization
Under state law, the certificate must include:
- the LLC’s name;
- the address of its office in Massachusetts;
- the resident agent’s name and address, with the agent’s written consent;
- the name and address of each manager, if the LLC has managers when it forms;
- anyone else authorized to sign documents filed with the Secretary (at least one person must be named if there are no managers);
- the general character of the business;
- a latest dissolution date, if the LLC is meant to end on a set date;
- optionally, people authorized to sign recordable real estate documents.
The fee is $500. You can file online, by fax with the bar-coded Fax Voucher Coversheet, or by mail or walk-in. Online and fax filings are paid by card, debit account or e-check, and the system adds a separately billed expedited fee that covers processing and online data costs. Your filing takes effect on the date the Division approves it unless you choose a later date in the certificate.
Step 4File the annual report every year
Each year, on or before the anniversary of your original filing, you file a Limited Liability Company Annual Report with the Secretary. The fee is $500. The report repeats the information from your certificate and can be used to update it, as long as each change is specifically identified.
Skipping it has real consequences. If an LLC fails to file annual reports for two consecutive years, the Corporations Division can start dissolution proceedings. It mails a notice, and if the problem is not fixed within 90 days, the LLC is administratively dissolved. Reinstatement after an administrative dissolution costs $100, on top of catching up the missed reports.
Step 5Finish the rest of the setup
- Operating agreement. Massachusetts does not ask you to file one, but a written agreement among the members sets out ownership, management and what happens if someone leaves.
- EIN. Get a free Employer Identification Number from the IRS. Most LLCs need one for banking, hiring and tax filings.
- State tax registration. LLCs that are taxed for Massachusetts purposes register with the Department of Revenue through MassTaxConnect, as a partnership or for corporate excise depending on classification.
- Local licenses. Check with your city or town for any permits or business certificates your work requires.
What a Massachusetts LLC costs
| Certificate of Organization (one time) | $500 |
|---|---|
| Expedited fee, online or fax (one time) | $20 on a $500 order |
| Name reservation (optional) | $30 |
| Annual report (every year) | $500 |
| Certificate of Good Standing (optional) | $25 |
| EIN | Free from the IRS |
How Massachusetts compares
State filing fee to form an LLC, next to neighboring states. The national median is $100.
National median · Fees from each state's official sources; some states charge a different amount online or by mail. If you live and run your business in Massachusetts, forming your LLC in another state usually means also registering it here as a foreign LLC, so you pay both states' fees.
How Massachusetts taxes your LLC
Massachusetts classifies an LLC for state income tax the same way it is classified federally. A single-member LLC that is disregarded federally is disregarded in Massachusetts too, so the income flows to the owner. A multi-member LLC treated as a partnership federally is a partnership for Massachusetts purposes. If you elect corporate treatment, the LLC is treated as a corporation and becomes subject to the corporate excise, which has a minimum of $456 for general business corporations. There is no extra annual LLC tax on top of the annual report fee for a default LLC.
File it yourself or use a formation service?
The Massachusetts certificate is short, and the online system calculates the fees for you, so many owners file it themselves. Doing it yourself costs only the state fees. A formation service can handle the paperwork, act as your resident agent and send annual report reminders, which may be worth it if you lack a Massachusetts street address or would rather not track the anniversary date. Compare what you would pay each year against doing those tasks yourself.
Frequently asked questions
How much does it cost to form an LLC in Massachusetts?
The state fee for the Certificate of Organization is $500, plus the automatic expedited fee if you file online or by fax. After that, budget $500 a year for the annual report.
When is my Massachusetts annual report due?
On or before the anniversary date of your original certificate of organization filing, every year.
Do I have to publish a notice in a newspaper?
No. Massachusetts does not require LLCs to publish a formation notice.
How fast will my filing be processed?
The Secretary says fax filings are generally processed the same business day, and no later than the next business day. It does not publish processing times for online or mail filings.
What happens if I stop filing annual reports?
After two consecutive years of missed reports, the state can send a notice and dissolve the LLC 90 days later if you do not fix it.
Sources
- Secretary of the Commonwealth: Limited Liability Company Information
- Corporations Division Filing Fees
- Mass.gov: Starting a limited liability company in Massachusetts
- M.G.L. c. 156C, section 12: Certificate of organization
- 950 CMR 112.00: Limited Liability Companies
- Corporations Division: Name Reservations
- Massachusetts business entity search
- Corporations Division: File by Fax
- Corporations Division: Credit Card and E-check Processing
- Mass. DOR: Tax requirements and registration for LLCs
- Mass. DOR: Massachusetts tax rates
- IRS: Get an Employer Identification Number