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After you form an LLC in Massachusetts, you must file an Annual Report every year.
This requirement applies to all LLCs doing business in Massachusetts, even if you didn’t earn any money in that year. You need to file an Annual Report in order to keep your LLC in compliance and in good standing with the state.
Filing Fee
If you file your Annual Report by mail, the filing fee is $500. If you file your Annual Report online, the filing fee is $520 (there is an automatic $20 fee on top of the $500 filing fee).
Processing Times
Regardless of how you file your Annual Report, the state will process your filing within 24 to 36 hours.
Due Date
Your Massachusetts Annual Report is due every year before your LLC’s anniversary date. You can find your LLC’s anniversary date by looking at the date your Certificate of Organization was approved. You can also search your LLC using the Business Entity Search, click on your LLC name, then look for the “Date of Organization in Massachusetts”.
Your first LLC Annual Report isn’t due until the year after your LLC is formed. For example, if your Massachusetts LLC was approved on April 2nd 2023, your first Annual Report would be due by April 2nd, 2024. Then it will be due every year going forward, again, due by April 2nd.
Penalty
If you do not file by the deadline, your LLC will not be in good standing and will be marked delinquent. If you continue to ignore this requirement, the state will dissolve (shut down) your LLC.
How early can it be filed?
You can file your Annual Report anytime before your anniversary date.
Reminders
The state will mail a courtesy reminder to the principal office address a few months before the due date. This is just a courtesy though, and the state may not do this forever. For this reason, we strongly recommend putting a repeating reminder on your calendar for approximately 90 days before your due date.
Instructions Below
The instructions below are for both filing by mail and filing online. Since the approval times are the same and the filing fees are nearly identical, we recommend you choose the filing method you are most comfortable with.
File by Mail
Download the Annual Report (Form D), prepare a $500 check or money order payable to “Commonwealth of Massachusetts”, then mail to:
Secretary of the Commonwealth
One Ashburton Place, Room 1717
Boston, Massachusetts 02108-1512
File Online
Access the online filing and pay the $520 fee with credit card or eCheck. To login, enter the Customer ID Number and PIN that is included on the courtesy reminder the state mails you. If you don’t have a Customer ID Number and PIN, send an email to the state (corpcid@sec.state.ma.us) with your LLC name and they will reply within 30 minutes (if you email them during business hours).
Instructions for Filing Massachusetts LLC Annual Report
Federal Identification No.
If asked, enter your LLC’s Federal Tax ID Number (EIN).
Year
Write the year in which you’re submitting your Annual Report.
Name of your LLC
Enter the full name of your LLC, including the designator (LLC, L.L.C., or other variation).
Amendments to your LLC’s Name
If you want to change your LLC’s name, you can list the new name here. If you change the name, you must also list the details in the ‘Additional Matters’ section (more details below). If you are not changing your LLC name, just leave this section blank.
Principal Office Address
Enter your LLC’s principal office address. This can be a home address, an office address, or the address of your LLC’s Resident Agent (aka Registered Agent).
Address where your LLC’s Records will be Maintained (online only)
I know this sounds a bit repetitive, but a few businesses might have a different address where official records are kept. For most people though, this address will be the same as your principal office address.
General Character of your Business
Enter the general purpose of your business. It doesn’t have to be extremely specific and detailed, and you are not going to be forced to do this forever. You can always change the purpose of your business as it grows.
You can enter just a few words (ex: “pizza shop”, “real estate investing”, “landscaping”, etc.), or if you prefer to keep things open-ended, you can use this default language instead:
“Any lawful business for which a limited liability company may be organized under the laws of the Commonwealth of Massachusetts.”
Latest Date of Dissolution
In this section, you need to let the Massachusetts Secretary of the Commonwealth know about the duration of your LLC (how long it will remain in existence).
If you prefer for your LLC to be “open-ended” with no set closure date, leave this blank.
Most people leave this blank as this gives them the freedom to close their LLC at any time in the future (by filing dissolution paperwork).
If you prefer for your LLC to be automatically shut down on a specific date in the future, enter that specific date here.
Name and Street Address of Resident Agent (aka Registered Agent)
Enter the exact name of your Resident Agent and their street address (PO boxes are not allowed).
- Related article: If you’re not sure who can serve as your Massachusetts LLC’s Resident Agent, please refer to this lesson: Massachusetts Resident Agent.
Name and Address of each Manager, if any (if your LLC is Manager-Managed)
If your LLC is manager-managed, enter the name and address of the manager(s).
If your LLC is member-managed, you can leave this section blank.
Note: Most LLCs are member-managed, where all the owners run the business and day-to-day operations. An LLC can also be manager-managed, where one, or a few designated people, run the business and day-to-day operations (while the members take a passive/investor role).
To learn more about member-managed LLCs vs. manager-managed LLCs, read this short article.
Name and Address of Authorized Signer(s) (if your LLC is Member-Managed)
If your LLC is member-managed, enter the name and address of each person authorized to sign documents on behalf of the LLC. This will most likely be you and any additional members.
If your LLC is manager-managed, you can leave this section blank, or enter any additional authorized signer’s name and address (in addition to those listed above).
Name and Address of Authorized Signer(s) (for Real Estate)
If your LLC is involved in real estate transactions, enter the name and address of all members/managers who are authorized to sign real estate documents.
If your LLC is not involved in real estate transactions, you can leave this section blank.
Additional Matters
This section is used to add additional rules and regulations to your Massachusetts LLC. This section is not required, and will most likely not apply. If that’s the case, you can leave it blank. If you changed your LLC name however, list the old name and state that it was changed to the new name.
Signed By (filing by mail)
Sign your name to the right of “Signed by”.
Filing Fee, Today’s Date, and Effective Date (filing by mail)
Enter the filing fee (“$500”) and today’s date, using the following format as an example: 5th day of May, 2023, at 12pm.
Note: The time you use doesn’t really matter. Just pick anything you’d like.
To the right of “Effective date”, enter today’s date.
Contact Information
Enter your name, address, telephone number, and email address. The state will contact you if they have any questions about your filing.
How to Verify that your Annual Report has been Filed
For both mail and online filings, Massachusetts will process the Annual Reports in 24-36 hours. They will not mail or email back any receipts or confirmation.
To verify that your Annual Report has been successfully filed, wait 24 to 36 hours, then search your LLC here, click on your LLC name, scroll down to the “View filings for this business entity” section, click “Annual Report” once, then click the “View Filings” button.
We recommend saving/printing a copy for your records.
Massachusetts Secretary of the Commonwealth Contact Info
If you have any questions, you can contact the Massachusetts Secretary of the Commonwealth at 617-727-9640.
References
Massachusetts LLC Act: Section 156C-12(c)
Massachusetts Division of Corporations: LLC Annual Reports
Massachusetts Limited Liability Company Annual Report (PDF)
Matt holds a Bachelor's Degree in business from Drexel University with a concentration in business law. He performs extensive research and analysis to convert state laws into simple instructions anyone can follow to form their LLC - all for free! Read more about Matt Horwitz and LLC University.
MASSACHUSETTS LLC GUIDE
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I started an LLC a couple of month ago. Now I want to add my spouse as a member/owner. Is it possible to do that? I want to add him before I have to file the annual report. Do you have any instructions on how to do it?
Thank you so much!
Hi Wendy, yes, that’s possible. You can amend your existing Massachusetts LLC Operating Agreement by drafting a new one (listing both you and your spouse as Members), and at the top, you can enter this: “This 1st Amended and Restated Operating Agreement of ABC Company LLC shall supersede and replace any and all prior Operating Agreement Agreements.”
You’ll then need to update the IRS (by filing Form 8832) since your LLC is going from an LLC taxed as a Sole Proprietorship to an LLC taxed as a Partnership.
And you’ll want to check with an accountant about whether or not you need to update the Massachusetts Department of Revenue. Hope that helps!
Hi Matt, great info. I started my LLC in January 2019. I did not file an annual report this past January (2022)because the reason I started it got tabled and the LLC was not needed so in August I filed a certificate of cancellation for $110. I got a notice back saying it was rejected because I hadn’t filed the annual report. I sent back an email explaining that the LLC was never put in play and there was nothing to report. I never received a response. But to file the report you have to pay the $500 to file the report. You mention under PENALTY if no report is file the state will shut down the LLC. I’m thinking that’s the way to go, and I should have done that in the first place and saved the$110. Your thoughts????
Thanks
Kevin
Hi Kevin, thank you. Yes, you’re correct. And I agree with you. If you don’t file the Annual Report for more than 2 years, the state will eventually shut down (administratively dissolve) your LLC. They don’t always do this exactly at the 2 year mark. More realistically, LLCs are shut down in Massachusetts after 2-5 years of not filing an Annual Report. Hope that helps!
If the state of MA administratively dissolves my LLC will there be any fees associated with that for me? My LLC has been inactive for 2+ years and I had no idea I was still required to file annual reports even if the LLC was not conducting any business.
So, now a third party is telling me it will cost me almost $2000 to dissolve my LLC that has not conducted business in over 2 years.
My preference is to just let the state dissolve it and bo done with it.
Is that an option?
Just a question to make sure I understand. I file for my LLC online in MA. and for example let’s use today’s date .. Feb. 2, 2019. So I file online today and pay $520 to the state of MA. Now there is a annual renewal fee? So every year the LLC is still up and running I would pay $520 on the LLC’s anniversary date of start up? If this is the case I didn’t know that, I thought it would be a one time start up fee and pay taxes on the business. And maybe I thought there would be a small renewal fee of $50 or so. I will have to rethink starting a LLC if there is a annual fee as much as that. Because I was going to only do a record label for musicians to distribute their music.. And some online streaming and download sales for the music. Which would not be big income and the income would be up and down, don’t even think I would break a $1000 or $2000 a year. Thank you for your time, let me know about the annual renewal fee and your advice if I should do the LLC if there is.
Hi Andrew, unfortunately, Massachusetts is an expensive state to form (and maintain) an LLC. All Massachusetts LLCs, in order to remain in good standing, need to pay $500 (or $520) each year. Following your example, if an LLC was formed in Massachusetts on 2/2/2019, you’d pay the $500 (or $520) to form/create the LLC. Then next year, by 2/2/2020, you’d need to file the Annual Report, which also costs $500 (or $520). And every year going forward, the Annual Report would be due by February 2nd. Also, something to keep in mind… even if you formed an LLC in another state, because you’re doing business in Massachusetts, the Secretary of the Commonwealth can impose a $500 per year penalty for not registering an out-of-state LLC. Source: Massachusetts General Laws – Chapter 156C: Section 54. Hope that helps.
If my annual report is pass due (anniversary date is 11/20/2017) how much would it be if I submit my annual report now? is there penalty fee?
Hi Scott, you’ll need to call the Massachusetts Secretary of State’s office to check on this. Thank you.
If creating LLC mid-year, is annual report (and $500) due annually on date created or calendar tax year, for example, Jan 1?
Thanks
Hey Dale, it’s based on the LLC’s anniversary date, not the calendar year. Let’s say your LLC was approved on September 15th, 2018. Your first Massachusetts LLC Annual Report will be due by September 15th, 2019. You can find your LLC’s anniversary date (aka effective date) on your approved Certificate of Organization or you can search your LLC name on the Massachusetts Corporations Division’s business entity search page. Click on your LLC name in the search results and look for the “Date of Organization in Massachusetts”. You can also file the LLC’s Annual Report a few weeks or a few months before it’s due to avoid the possibility of the report being late. Hope that helps!
My LLC was administratively dissolved. I see that there is a $100 reinstatement fee. Do I need to also pay $500/yr for each of the prior unpaid years, or would I just pay $500 now to reinstate the LLC, plus the $100 reinstatement fee, for a total of $600? Thank you.
Hi Joan, you would need to pay for any unpaid Annual Reports and then file the reinstatement. Hope that helps.
That is great news…and I appreciate the help! I’ll bet most LLC owners who are just one-person companies have difficulty understanding the detailed requirements.
Thanks for your interest in providing this info to us all.
Thanks, Keith
You’re welcome Keith! And you’re right. It’s often a tremendous amount of information for someone to wrap their head around. Our goal is to make things as simple as possible and help empower entrepreneurs :)
Hi Matt – Very helpful site for the average Joe. If I haven’t passed the date of incorporation, I can dissolve my LLC with paying fees right?
Thanks!
Hey Keith, thanks! If you dissolve your LLC before its upcoming anniversary month, then no, you won’t have to file an Annual Report for 2018. To dissolve your Massachusetts LLC, you’ll need to file a Certificate of Cancellation. This can be filed online and the fee is $109. Here’s the link: Massachusetts Division of Corporations: LLC Information. Click on “Cancellations” in the right sidebar menu, then click “File Online”. Hope that helps!
Very good information but where do I get the form to process this filing my mail? thank you
Hi Marilyn, the download link to the form is on this very page. Please look near the top under the “File by Mail” section.