How to Form an LLC in Massachusetts
Massachusetts charges $500 to form an LLC, and another $500 every year for its Annual Report, which makes it one of the most expensive states in this guide to keep. Two traps catch founders here. Online and fax filings carry a mandatory expedite fee on top of the stated fee, so the $500 filing costs $520 online, and the recurring filing Massachusetts requires is called an Annual Report, not an annual certificate, whatever older guides say.
Massachusetts at a glance
Filing fee: $500 for the Certificate of Organization, filed with the Massachusetts Secretary of the Commonwealth, Corporations Division. Recurring: A $500 Annual Report every year ($520 filed online or by fax), due on or before the anniversary date of the original certificate filing. No monetary late fee for the report is published. A default LLC pays no entity level corporate excise. Resident agent: required, with a physical address in Massachusetts. Every figure on this page was checked against the Massachusetts Secretary of the Commonwealth's, Mass.gov's, and the Massachusetts Department of Revenue's official sites, and the Massachusetts General Laws on November 8, 2026.
The Massachusetts filing steps
Check your name on the state's own search
Search the Secretary of the Commonwealth's business entity database before you file. Mass.gov directs founders to that search to make sure the name they want is available, and a search does not reserve the name. Under M.G.L. c. 156C, section 3, a Massachusetts LLC name must contain the words "limited liability company" or "limited company," or the abbreviation "L.L.C.," "L.C.," "LLC," or "LC." It may contain the name of a member or manager. It may not be the same as, or deceptively similar to, the name of any corporation, limited partnership, or limited liability company reserved or organized under Massachusetts law or licensed or registered as a foreign entity in the Commonwealth, except with the written consent of that other entity, filed with the state secretary. The Corporations Division regulation, 950 CMR 112.12, adds business trusts and trademarks and service marks filed with the Division to that comparison set. If you want to hold a name while you prepare, an optional name reservation costs $30 and holds the name for 60 days, and the secretary may extend it for an additional 60 days on written request for another $30.
Choose your resident agent
Massachusetts calls this role the resident agent, and every LLC must have and maintain one in the Commonwealth, together with an office in the Commonwealth where its records are kept, under M.G.L. c. 156C, section 5. The resident agent must be an individual resident of the Commonwealth, a domestic corporation, or a foreign corporation authorized to do business in the Commonwealth, and the Division regulation, 950 CMR 112.13, broadens that list to include domestic not-for-profit corporations and other domestic or qualified foreign business entities authorized by law. Consent is not assumed: the agent's written consent to the appointment must be either in the Certificate of Organization or attached to it. The office address of the resident agent must be a street address. A post office address is not sufficient. The agent's only practical job, as in other states, is to be findable at that street address for service of process, every business day, for as long as the LLC exists.
File the Certificate of Organization with the Corporations Division
File the Certificate of Organization with the Secretary of the Commonwealth, Corporations Division, under M.G.L. c. 156C, section 12. One or more authorized persons must execute it. It sets forth the LLC name, the address of the office in the Commonwealth required by section 5, the name and address of the resident agent with the agent's written consent in or attached to the certificate, any specific dissolution date, managers if any, persons authorized to execute documents to be filed with the state secretary, and the general character of the business. The filing fee is $500, and the channel changes the total: the Division imposes a mandatory expedited service fee on fax and electronic filings, priced by subtotal, and for a $500 subtotal that fee is $20, so a Certificate of Organization filed online or by fax costs $520 total. Filed by mail or hand delivery, it costs $500, because paper avoids the expedite fee. Under section 12(b), the LLC is formed at the time of the filing of the initial certificate in the office of the state secretary, or at any later date specified in the certificate, if there has been substantial compliance with the section's requirements, and it remains a separate legal entity until its certificate is cancelled.
Get an EIN from the IRS
Free, online, and takes minutes once your Massachusetts filing is approved. Never pay a service for this. See EIN for an LLC for the walkthrough and the one IRS rule (a real person as responsible party) that surprises people.
Write your operating agreement
Under M.G.L. c. 156C, section 2(9), an operating agreement in Massachusetts is any written or oral agreement of the members as to the affairs of the LLC and the conduct of its business. The statute permits a written or oral agreement. It is not filed with the Corporations Division. Mass.gov lists creating an operating agreement as step 2 of forming an LLC, describing it as a legal contract signed by all members that outlines how the business will operate. Follow that version in practice even though oral is permitted: an oral agreement leaves multi-member LLCs with nothing to point to when memories differ, so write it, sign it, and keep it with the company records.
Open the business bank account and handle licenses
Bring your approved formation document and EIN letter. Then check your city and county for a general business license and your industry for state permits. Massachusetts issues no general statewide business license as part of the Certificate of Organization filing, and the Corporations Division filing creates the entity only. Licensing beyond formation is industry specific or local, so check the agency that regulates your activity and the city or town where you will operate. The standard second step is tax registration with the Department of Revenue through MassTaxConnect for the taxes your activity triggers. Classification is simple at the start: Massachusetts classifies LLCs the same way the federal government does, so a single-member LLC is taxed as a sole proprietorship and a multi-member LLC is taxed as a partnership unless the members elect corporate treatment. That election, described on the cost page, is the only route by which the corporate excise reaches an LLC.
Filing details that trip people up
- The $520 online total is not a mistake, and it is not optional. The stated fee for the Certificate of Organization is $500 under section 12(d). The Corporations Division fee schedule then imposes a mandatory expedited service fee on fax and electronic filings, priced by subtotal. A $500 subtotal carries a $20 expedite fee, so online and fax filings cost $520 total. Mail and hand delivery cost $500. The same arithmetic follows you every year: the $500 Annual Report is $520 online or by fax. Budget the channel you will actually use, not the headline fee.
- No publication requirement. Nothing in section 12, in 950 CMR 112.11 on the domestic certificate, in the Division's LLC information page, or in Mass.gov's step by step LLC guide imposes a newspaper publication or advertising step. Formation is complete on filing the certificate with substantial compliance.
- Foreign LLCs pay $500, must register fast, and must bring a home-state certificate. A foreign LLC doing business in Massachusetts must submit its application for registration within ten days after it commences doing business in the Commonwealth, under section 48. The fee is $500, or $520 online or by fax. A certificate of legal existence is required: the application shall be accompanied by a certificate of legal existence or comparable certificate issued by a properly authorized officer or agency in the home jurisdiction, and the regulation requires that it be issued not more than 90 days prior to submission. An unregistered foreign LLC faces a fine of not more than $500 for each year the failure continues and is barred from maintaining an action in Massachusetts courts while the failure continues, although its contracts stay valid and it may still defend an action.
- A Massachusetts DBA is a local filing called a Business Certificate, and its fee is local too. Under M.G.L. c. 110, section 5, a person conducting business under a title other than the real name of the person conducting it files a Business Certificate in the office of the clerk of every city or town where an office is situated. The certificate states the full name and residence of each person conducting the business, the street address, and the title under which the business is conducted, and it is executed under oath. It lasts four years and must be renewed every four years while the business continues. The fee is set by each city and town, so there is no statewide figure to budget; ask your clerk. Our DBA guide covers when a trade name needs this filing.
- A default Massachusetts LLC pays no corporate excise. An electing one pays at least $456. Massachusetts follows the federal classification, and corporate excise registration attaches to LLCs that have elected to be treated as corporations, not to default pass-through LLCs. If the LLC does elect corporate treatment, the corporate excise applies: an income measure of 8 percent on income attributable to Massachusetts, plus a non-income measure of $2.60 per $1,000 of taxable tangible property or net worth, with a minimum excise of $456. Keep that conditional figure out of a default LLC's budget, and keep it firmly in mind before anyone files a corporate election for tax reasons without running the Massachusetts cost.
After your Massachusetts LLC is approved
Get the EIN, open the business bank account, and register with the Department of Revenue through MassTaxConnect for the taxes your activity triggers. Then set the most expensive recurring reminder in this guide: the $500 Annual Report, due on or before the anniversary date of the filing of your original Certificate of Organization, every year, at $520 if you file it online or by fax as most people do. Keep the resident agent and the section 5 office current. A change of resident agent or address is filed on a certificate of change for $25 by paper or fax, or for no fee electronically, and a new agent's written consent is required in the change certificate. If your agent resigns, the appointment terminates on the 31st day after the resignation filing, and failing to appoint a resident agent within 60 days after Division notice can feed the administrative dissolution process described on the report page.
The full recurring picture for Massachusetts, with fees and due dates, is on the Massachusetts annual report and compliance page, and the money view is on the Massachusetts LLC cost page.
Massachusetts LLC questions
Why does my Massachusetts LLC cost $520 online if the fee is $500?
Because the Corporations Division charges a mandatory expedited service fee on fax and electronic filings. On a $500 subtotal that fee is $20, so the Certificate of Organization costs $520 total online or by fax. Filing by mail or hand delivery costs $500, because paper filings do not carry the expedite fee. The same $20 applies to the $500 Annual Report each year.
Is there a late fee for the Massachusetts LLC Annual Report?
No monetary late fee for an LLC Annual Report is published in the Division's fee schedule, in c. 156C, section 12, or in 950 CMR 112.14, and this page prints none. The consequence of missing reports is not a fee. It is administrative dissolution after two consecutive years of failure, notice, and a 90-day cure period. See the Massachusetts compliance page.
Does a Massachusetts LLC pay the corporate excise?
A default LLC does not. Massachusetts classifies LLCs as they are classified federally, and the corporate excise reaches an LLC only if it elects to be treated as a corporation. On that election the excise is 8 percent on Massachusetts income plus $2.60 per $1,000 of taxable tangible property or net worth, with a $456 minimum excise.
Does a Massachusetts LLC file a BOI report?
No. US-formed companies are exempt under the federal final rule of August 14, 2026. See the BOI tracker.
General Information Only
LLCForming publishes general information about forming and running an LLC. It is not legal, tax, or accounting advice, and it does not create an attorney or advisor relationship. Rules vary by state and by your situation. For a decision that matters, talk to a licensed attorney or tax professional in your state.