Key Takeaways

  • All Massachusetts LLCs must file an annual report by the anniversary date of their formation.
  • The annual report includes business details like the LLC’s name, principal office address, registered agent, and manager/member information.
  • Filing fees are $500 by mail and $520 online, with quicker processing available online.
  • Failure to file on time results in the LLC being marked delinquent and possibly administratively dissolved.
  • LLCs can reinstate after dissolution by submitting past-due reports and paying a reinstatement fee.
  • Additional filings may include changes to registered agents or addresses, resignation of agents, and restated certificates.
  • Foreign LLCs and certain entity types may have different filing requirements.

An MA LLC annual report is one of several documents required to do business in the state. This document and several others are key to keeping your Massachusetts enterprise in good standing.

Annual Reports

All LLCs in Massachusetts must file an annual report with the Corporations Division. This document is due by the anniversary of when you filed the certificate of organization.

The report must list information shared in its certificate of organization. Filing your annual report is required, and failing to do so will affect your LLC's good standing in the state. You can file by mail in Massachusetts for a $500 fee, and you can file online for a $520 fee. It takes 24 to 36 hours to process your annual report.

Check your Certificate of Organization to find the original filing date and determine when you need to submit your annual report. If you don't have a copy of this document, go online to search for your LLC. The information you need should be listed as the Date of Organization in Massachusetts for your enterprise. Businesses that miss the deadline are considered delinquent, and the state dissolves LLCs that fail to file an annual report.

Note that you should receive a reminder when your due date is approaching. Don't count on receiving a reminder every year, however. It's better to find your original filing date and mail your annual report on time each year.

You can submit the annual report online. You just need your customer ID number and PIN, which is listed on the state's reminder. You can also get this information from the Corporations Division via email. Simply submit your business name, and the state will reply within half an hour.

In addition to the annual report, there are a few other documents you may file to help you manage your LLC.

What Information Is Required in a Mass LLC Annual Report?

The Massachusetts LLC annual report must include:

  • LLC name and principal office address.
  • Federal Employer Identification Number (EIN), if applicable.
  • Registered agent's name and address.
  • Names and addresses of managers or, if member-managed, the members.
  • Description of the business purpose (if applicable).
  • Any amendments to the certificate of organization.

The information provided must match the details on the LLC's certificate of organization or reflect any official amendments.

Statement of Change of Resident Agent/Office

LLCs must appoint a registered agent when they set up their companies. If the registered agent changes addresses, you can file a Certificate of Statement of Change of Resident Agent/Resident Office.

You can submit this form by mail along with a $25 filing fee. It's free to fill out and submit this form online.

Statement of Change of Resident Office Address by Resident Agent

You can also change your LLC's address. Simply file a Statement of Change of Resident Office Address. There's also a $25 filing fee for this form if you submit it by mail. Filing online, however, is free.

Statement of Resignation of Resident Agent

File a Statement of Resignation with the Corporations Division if you want to resign from the LLC. Note that you must also submit this form to your LLC. Filing by mail costs $25, but you can change your office address with this form online for free.

Application for Reinstatement Following Administrative Dissolution

If you dissolve your LLC or the state dissolves the LLC because the members failed to file an annual report, you can file a form to reinstate your business. Submit your Application for Reinstatement Following Administrative Dissolution along with a $100 filing fee to re-establish your business. You must also submit any annual reports you missed.

Restated Certificates

An LLC that makes changes to its certificate of organization, also known as the articles of organization, can submit a restated certificate to make those changes official and replace the old copy. A restated certificate of organization simply restates the rules outlined in the articles of organization. An amended and restated certificate of organization includes changes to the articles of organization.

Regardless of which type of restated certificate you apply for, you'll need to provide:

  • Your LLC's federal identification number
  • Your LLC's name
  • The original certificate of organization's filing date
  • The information included in the original certificate of organization
  • The information included in any amendments to the restated certificate
  • If no amendments will be included, a statement indicating that no changes are being made
  • A statement clarifying that the restatement is duly executed and is being filed appropriately

The rules outlined in the restated certificate go into effect as soon as the form is filed. However, you can also specify a future date when the changes will apply. It costs $100 to file a restated certificate of organization. The restated certificate replaces the initial certificate of organization once approved or upon the indicated date.

Filing Methods for the Mass LLC Annual Report

Massachusetts LLCs can submit their annual report:

  • Online via the Massachusetts Secretary of the Commonwealth’s website.
  • By mail using the appropriate paper forms.

Online Filing Benefits:

  • Faster processing (24–36 hours).
  • Immediate confirmation of submission.
  • Access to customer ID and PIN for quick login.

Mail Filing:

  • Requires a physical check for the $500 fee.
  • Processing may take several business days.

Penalties for Late Filing or Non-Compliance

Missing the annual report deadline can lead to serious consequences, including:

  • The LLC being classified as delinquent by the state.
  • Administrative dissolution if failure continues.
  • Inability to obtain certificates of good standing.
  • Risk of losing liability protection.

To avoid penalties:

  • Mark the anniversary date of your LLC formation.
  • Set calendar reminders well in advance.
  • Check that your registered agent is accurate to ensure receipt of notices.

Requirements for Foreign LLCs

Foreign LLCs (those formed outside Massachusetts but operating within the state) must also file an annual report. The filing requirements are similar, including:

  • Reporting the principal office address.
  • Maintaining a registered agent in Massachusetts.
  • Filing by the anniversary of registration in Massachusetts.

The same fees apply to foreign LLC annual reports.

Frequently Asked Questions

  1. When is the Mass LLC annual report due?
    The report is due by the anniversary date of your LLC’s formation or registration in Massachusetts.
  2. What happens if I don't file my Massachusetts LLC annual report on time?
    Failure to file on time results in delinquency status and may lead to administrative dissolution by the state.
  3. Can I reinstate my Massachusetts LLC after dissolution for non-filing?
    Yes, you can file an Application for Reinstatement along with any missed annual reports and applicable fees.
  4. How much does it cost to file the Mass LLC annual report?
    It costs $500 by mail or $520 if filed online.
  5. Can I update my registered agent when filing the annual report?
    No, updating the registered agent requires submitting a separate Statement of Change of Resident Agent/Office.

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