Home › State Guides

Massachusetts LLC Annual Report: $500, Due on Your Filing Anniversary

Every Massachusetts LLC files an Annual Report with the Corporations Division: $500, or $520 online or by fax, due on or before the anniversary date of the filing of its original Certificate of Organization. Massachusetts calls it an Annual Report, and missing two years in a row starts administrative dissolution.

By the LLCForming research teamFees checked Nov 8, 2026

The Annual Report, in one table

Item	Massachusetts rule
Filing	Annual Report, filed with the state secretary through the Corporations Division, under M.G.L. c. 156C, section 12(c) and 950 CMR 112.14
Who files	Every domestic LLC, every year. Registered foreign LLCs file a foreign annual report on the same fee, on their registration anniversary.
Due date	On or before the anniversary date of the filing of the original Certificate of Organization
Fee	$500. Filed online or by fax, the mandatory expedite fee on a $500 subtotal adds $20, for $520 total. Paper filings cost $500.
What it reports	The information required in section 12(a), in updated form. The report may amend certificate information and must specifically identify each amendment, except that resident agent and office changes go through the separate change filing under 950 CMR 112.13.
Late fee	No monetary late fee for an LLC Annual Report is published in the fee schedule, section 12, or 950 CMR 112.14. The consequence of failure is administrative, described below.

Two naming points prevent most Massachusetts confusion. First, the Commonwealth calls this filing an Annual Report in both the statute and the Division's materials, not an annual certificate. Second, the report is a records filing, not a tax return: it restates and updates your certificate information so the public file stays current, and the Department of Revenue taxes run on their own separate tracks.

The anniversary deadline, and the $20 channel fee

Your deadline is personal to your LLC: the anniversary of the day your original certificate was filed. An LLC whose certificate was filed on March 14 owes its report on or before March 14 every year after. There is no statewide window and no quarter system. Set the reminder a month early, because the fee rewards no channel loyalty and punishes one habit: filing online or by fax, as most founders do, costs $520, because the Division's expedited service fee is mandatory on electronic and fax filings and is $20 on a $500 subtotal. Filing on paper costs $500 flat. Either way the report is the joint most expensive recurring LLC filing in this guide, tied with the formation fee itself, so calendar it with the same seriousness as a tax deadline even though it is not one.

If you miss it: two consecutive years, notice, and 90 days to cure

Massachusetts does not fine an LLC report by report. Under M.G.L. c. 156C, section 70, the state secretary may commence a proceeding to dissolve an LLC if it has failed for two consecutive years to comply with the laws requiring the filing of annual reports, or if he is satisfied the LLC has become inactive and its dissolution would be in the public interest. The regulation at 950 CMR 112.20 adds a related ground: an LLC that fails to appoint a resident agent within 60 days after notice from the Division of the requirement to maintain a resident agent and office may be treated as inactive. Once a ground is identified, the secretary must serve written notice. If, within 90 days after the notice, the LLC fails to correct each ground or show it does not exist, the secretary shall administratively dissolve it. A dissolved LLC continues in existence, but it may carry on only business necessary to wind up and liquidate its affairs. The practical reading: one missed $500 report is an expensive oversight. Two in a row, ignored through a 90-day notice, is the loss of your right to operate as an LLC until you reinstate.

Reinstatement: $100, at any time, after the back reports are filed

An LLC administratively dissolved under section 70 may apply to the state secretary for reinstatement at any time under section 71. The application recites the name of the LLC and the effective date of the dissolution, states that the grounds for dissolution did not exist or have been corrected, and states that the name satisfies section 3. The Division's rule and its LLC page add the practical precondition: all annual reports owed must be filed to reinstate. The fee for the Application for Reinstatement Following Administrative Dissolution is $100. The Division lists that application as file by fax, and under the expedite table a $100 subtotal carries a $10 expedite fee, so the fax or electronic route totals $110. Budget the full rescue honestly: $100 for the application, plus $500 for each missed Annual Report you must file to qualify, plus the $20 channel fee on each report you file online or by fax. Reinstatement has no deadline, which is generous, but every year of delay is another report year to reconstruct.

Foreign LLCs: the same $500, on the registration anniversary

A registered foreign LLC files an annual report with the state secretary in updated form, at the same $500 fee stated in section 48 for both the application for registration and each annual report, or $520 online or by fax. Under 950 CMR 112.27 it is due on or before the anniversary date of the filing of its registration to do business in the Commonwealth. The enforcement mirror is close to the domestic one: revocation after two consecutive years of missed annual reports, or inactivity including failure to appoint a resident agent within 60 days after Division notice, with written notice and a 90-day cure period under 950 CMR 112.24. Reinstatement of a foreign LLC costs the same $100, is available at any time, and requires a fresh home-state certificate of legal existence or good standing issued not more than 90 days before submission.

Closing a Massachusetts LLC on purpose

Ending the LLC deliberately takes a Certificate of Cancellation, filed with the state secretary when the certificate of organization is cancelled upon the dissolution and completion of winding up of the LLC, or at any other time there are no members, under section 14. The certificate sets forth the LLC name, the filing date of the original certificate, the reason for filing, any later effective date, and any other information the filer determines to include, and the Division's version also requires the federal employer identification number. The fee is $100, or $110 online or by fax with the $10 expedite fee on a $100 subtotal. One precondition controls the order of operations: under 950 CMR 112.19, in order to file a certificate of cancellation, the LLC shall file all annual reports and pay all fees required by law to be filed and paid. No Department of Revenue tax clearance certificate is stated as a precondition to a domestic LLC's certificate of cancellation in section 14, in 950 CMR 112.19, or on the Division's LLC page, although the LLC's tax accounts still need to be filed out and closed separately. Our dissolution guide covers winding down before you file.