How to form a Massachusetts LLC: steps, fees and the annual report

Key takeaways

• A Massachusetts LLC is formed by filing a certificate of organization with the Secretary of the Commonwealth’s Corporations Division, and the filing fee is $500.
• Every Massachusetts LLC files an annual report with the Corporations Division on or before the anniversary of its certificate of organization, and that report also costs $500.
• The LLC’s name has to include “limited liability company”, “limited company” or the abbreviation L.L.C., L.C., LLC or LC, under 950 CMR 112.12.
• A Massachusetts LLC must keep a resident agent with a street address in the Commonwealth at all times; a post office box does not qualify.
• An LLC that misses its annual reports for two consecutive years can be administratively dissolved by the Corporations Division, and reinstatement costs $100 plus every report owed.
• The Department of Revenue classifies an LLC for Massachusetts income tax the same way the IRS classifies it for federal income tax.

If you own or plan to open a small business in Boston or anywhere else in the state, the short answer is that forming an LLC here takes one state filing and $500. A Massachusetts LLC is a limited liability company created under Chapter 156C of the General Laws by filing a certificate of organization with the Secretary of the Commonwealth. The state, not the city, creates the company.

This guide covers what the certificate of organization has to say, the naming rule, the resident agent, the fee schedule, the annual report, how the IRS and the Massachusetts Department of Revenue tax an LLC, and what happens when the reports stop.

What is a Massachusetts LLC?

A Massachusetts LLC is a business entity organized under M.G.L. c. 156C, the Massachusetts Limited Liability Company Act, and it exists as a legal entity separate from its owners. The owners are called members.

The main reason owners pick the form is the liability rule. Under M.G.L. c. 156C, s. 22, the debts and obligations of the LLC belong to the company alone, and a member or manager is not personally liable for them just because of that role. The section opens with “Except as otherwise provided by this chapter”, so the shield has limits written into the statute.

How do you form an LLC in Massachusetts?

You form an LLC in Massachusetts by filing a certificate of organization with the Corporations Division of the Secretary of the Commonwealth and paying $500. The state’s own guide to starting an LLC (last updated March 27, 2025) lays out the order of work as follows.

1. Search the Secretary of the Commonwealth’s business entity database to see whether the name you want is free.
2. Write an operating agreement, the contract among the members that sets out how the company runs.
3. File the certificate of organization with the Corporations Division and pay the $500 fee.
4. File a business certificate (a DBA) with the clerk of the city or town where the business is located, but only if the LLC will operate under a name other than its legal name.
5. Get an Employer Identification Number from the IRS if the LLC needs one.
6. Register on MassTaxConnect, the Department of Revenue’s online system, if the business will collect or pay Massachusetts taxes.

Under M.G.L. c. 156C, s. 12, the LLC is formed when the certificate is filed, or on a later date stated in the certificate.

What goes in the certificate of organization?

The certificate of organization is the document that creates the LLC, and M.G.L. c. 156C, s. 12 lists what it must contain. The Corporations Division’s LLC page asks for the same items, plus the federal Employer Identification Number if you already have one. The required contents are these.

• The name of the LLC and the street address of its office in Massachusetts.
• The name and address of the resident agent, with the agent’s written consent.
• The general character of the business.
• The name and address of each manager, if the LLC has managers when it is formed.
• The name of at least one person authorized to sign documents filed with the Corporations Division, if the LLC has no managers.
• The latest date of dissolution, if the LLC is set up to end on a specific date.

The name rule

Under 950 CMR 112.12, the name must contain the words “limited liability company” or “limited company”, or one of the abbreviations L.L.C., L.C., LLC or LC. The name cannot be the same as, or deceptively similar to, a name already on file with the Corporations Division unless the holder of that name consents in writing. You can hold a name before you file: a reservation costs $30 and lasts 60 days, with one 60-day extension available for another $30.

The resident agent

A resident agent is the person or company in Massachusetts that accepts lawsuits and official notices for the LLC. According to 950 CMR 112.13, every LLC must keep an agent and an office in the Commonwealth continuously, and the office needs a street address.

How much does a Massachusetts LLC cost?

A Massachusetts LLC costs $500 to form and $500 a year to keep on file, both paid to the Secretary of the Commonwealth. Those two amounts are set by statute in M.G.L. c. 156C, s. 12(d). The other charges come from the Corporations Division’s filing fee schedule, as checked on November 13, 2026.

Filing	Fee
Certificate of organization	$500
Annual report	$500
Name reservation (60 days)	$30
Certificate of amendment	$100
Change of resident agent or office	$25 on paper or by fax; no fee online
Reinstatement after administrative dissolution	$100
Certificate of cancellation	$100

Online and fax filings carry a second charge that the Corporations Division calls an expedited fee. The schedule lists $20 on a $500 order and 4.5% of the subtotal on orders over $500, so plan on $520 for a certificate of organization filed online.

When is the Massachusetts LLC annual report due?

The Massachusetts LLC annual report is due on or before the anniversary of the date the certificate of organization was filed, every year. An LLC formed on March 10 owes its report by March 10.

The report repeats the information in the certificate of organization and records any changes, such as a new manager or office address. Under 950 CMR 112.14 it must be titled “Annual Report” and state the year it covers. The fee is $500, the same as formation, and the report can be filed online with the Corporations Division.

How is a Massachusetts LLC taxed?

A Massachusetts LLC is taxed by the state the same way it is classified for federal income tax, according to the Department of Revenue.

The IRS treats an LLC with two or more members as a partnership by default. An LLC with one member is a disregarded entity for income tax, which means its income goes on the owner’s return. Either kind can file IRS Form 8832, Entity Classification Election, to be taxed as a corporation. An LLC taxed as a partnership registers with the Department of Revenue for Partnership on MassTaxConnect, and one taxed as a corporation registers for Corporate Excise.

An Employer Identification Number is free from the IRS. The agency says to form the LLC with the state before you apply for the number, or the application can be delayed. One exception: a single-member LLC that does not meet the IRS criteria for an EIN can use the owner’s Social Security number, including to register on MassTaxConnect.

Do the usual LLC rules apply to every business?

The usual LLC rules do not cover every business; three groups have extra steps under 950 CMR 112.00.

• Professional LLCs. If the members or managers provide a licensed professional service (physicians, engineers, certified public accountants and attorneys are among those listed), the certificate of organization must name each one who will practice in Massachusetts. A certificate from the regulating board confirming each license goes in with the filing, and the LLC must carry the liability insurance required by M.G.L. c. 156C, s. 65.
• Foreign LLCs. An LLC formed in another state that does business in Massachusetts must apply to register with the Corporations Division within ten days after it starts. The registration fee is $500, and the application needs a certificate of good standing from the home state issued within the previous 90 days.
• LLCs using a trade name. An LLC operating under any name other than its legal name files a business certificate under M.G.L. c. 110, s. 5 with its city or town clerk, according to the state’s business certificate page. In Boston that is the City Clerk at City Hall. Cambridge, Somerville and Brookline have their own clerks.

What happens if a Massachusetts LLC skips its annual report?

A Massachusetts LLC that fails to file its annual report for two consecutive years can be administratively dissolved by the Corporations Division under 950 CMR 112.20. The Division first mails a written notice to the LLC’s office on record. The LLC then has 90 days to fix the problem or show that the ground for dissolution does not exist.

Failing to appoint a resident agent within 60 days of a notice from the Division is also treated as a ground for dissolution. A dissolved LLC can apply for reinstatement at any time. The application costs $100, and the Corporations Division requires every overdue annual report to be filed, each at $500. Three missed years comes to $1,600 before any expedited fee.

What should you recheck before you act?

Recheck these figures, all last checked on November 13, 2026, at the source named.

• The $500 certificate of organization fee and $500 annual report fee: M.G.L. c. 156C, s. 12(d) and the Corporations Division filing fee schedule.
• The expedited fee on online and fax filings ($20 on a $500 order): the Corporations Division filing fee schedule. The payment screen shows the exact total.
• The $30 name reservation and the $100 amendment, reinstatement and cancellation fees: the same fee schedule and 950 CMR 112.29.
• Your annual report due date: look up your LLC in the Secretary of the Commonwealth’s business entity database.
• Federal classification rules and Form 8832: the IRS limited liability company page, last reviewed by the IRS on October 10, 2026.
• Business certificate fees and terms in your municipality: the city or town clerk. This guide does not quote Boston’s fee.

This guide is general information, not legal or tax advice. Rules and fees change; confirm the current requirements with the agency named before you file or pay.

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