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.
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).
Regardless of how you file your Annual Report, the state will process your filing within 24 to 36 hours.
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 here, 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.
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.
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.
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
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 (email@example.com) 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).
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.
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.
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.
Once you reviewed (or filed) your Massachusetts Annual Report, you can then proceed to the next lesson: Massachusetts Business Licenses & Permits.
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.