Massachusetts: LLC Annual and Biennial Report Requirements

Requirements one by one

Periodic report obligation

Massachusetts requires every LLC to file an annual report. M.G.L. c. 156C, § 12(c) is
direct: "All limited liability companies formed under this chapter shall also file an annual
report with the state secretary setting forth the information required in subsection (a)."
The "state secretary" is the Secretary of the Commonwealth, and the filing goes to its
Corporations Division. An out-of-state (foreign) LLC registered here owes the same annual
report under § 48.

Frequency and first report

The report is annual. Chapter 156C sets no separate first-report deadline; the report
simply comes due each year on the LLC's anniversary. Because the trigger is the anniversary
of the original certificate of organization, the first report lands on that date in the year
after formation — an LLC organized on April 2, 2026 files its first report by April 2, 2027,
and every April 2 after that.

Due date and filing window

The report is due, in the Secretary of the Commonwealth's own words, "on or before the
anniversary date of the filing of its original certificate of organization." This is an
anniversary date, not a fixed calendar date shared by every LLC, so knowing your exact
organization date is what keeps you on time. The Corporations Division mails a courtesy
reminder to the records-office address, but a reminder is a courtesy — the obligation to file
does not depend on receiving it.

Filing office and method

Filing is with the Secretary of the Commonwealth, Corporations Division. You can file
online through the Corporations Division portal (corp.sec.state.ma.us), which processes
in a day or two, or by mail using the paper LLC Annual Report form sent to One Ashburton
Place, Room 1717, Boston. Online filing adds a $20 expedite charge.

Required information

The annual report carries "all of the information included in its certificate of
organization" — the items listed in § 12(a): the LLC's name; the address of the Massachusetts
office where its records are kept; the resident agent's name and address; the latest date of
dissolution, if one is specified; each manager's name and address if the LLC has managers;
the name of any other person authorized to sign filings (at least one must be named if there
are no managers); the general character of the business; optionally the persons authorized to
sign real-property instruments; and any other matters the authorized person chooses to add.
In most years it is a confirm-or-update of the agent, addresses, and managers on file.

Filing fee and related charges

The fee is $500. Section 12(d) states it in the statute itself: "The fee for the filing
of the annual report required by subsection (c) shall be five hundred dollars." That is the
same amount as the LLC's formation fee, and it is confirmed on the Secretary of the
Commonwealth's fee page (as of July 16, 2026). Filing online adds a $20 expedite charge, for
about $520 total. Keep the $500 report fee separate from Massachusetts taxes — the
corporate excise and the members' personal income tax are administered by the Department of
Revenue and are not part of this filing.

Late fee and delinquency

There is no monetary late fee for a Massachusetts LLC. The $25 late fee people sometimes
cite is M.G.L. c. 156B, § 112 — a business-corporation penalty — and chapter 156C, which
governs LLCs, has no equivalent. What a missed report does cost you is good standing: the LLC
is marked delinquent. The serious consequence is reserved for repeat nonfilers. Under § 70(a)(1),
the state secretary "may commence a proceeding to dissolve a limited liability company if ...
the limited liability company has failed for 2 consecutive years to comply with the laws
requiring the filing of annual reports."

Dissolution, reinstatement, and cure

Once the two-year trigger is met, § 70(b) sets the process: the state secretary serves written
notice at the LLC's Massachusetts records office, and if the LLC "fails to correct each ground
for dissolution" within 90 days, "the state secretary shall administratively dissolve the
limited liability company." A dissolved LLC is not erased — it "continues in existence, but
shall not carry on any business except that necessary to wind up and liquidate its affairs"
(§ 70(c)). The way back is reinstatement, available at any time: the LLC must file every
annual report it owes and pay a $100 Application for Reinstatement Following Administrative
Dissolution fee. Reinstating restores the company, but it does not by itself wipe out back
taxes, revive a lapsed license, or undo contract or lawsuit problems that arose while the LLC
was dissolved.

What trips people up

• The $500 is annual, not one-time. People remember paying $500 to form the LLC and are
  surprised the same $500 comes due every year (§ 12(d)). Budget for it as a recurring cost.
• "There's a $25 late fee." Not for LLCs. The $25 penalty is the corporation rule in
  chapter 156B, § 112. An LLC pays no late fee — the risk is administrative dissolution after
  two consecutive missed years, not a small monetary charge.
• One missed year is not dissolution. Administrative dissolution requires two
  consecutive years of nonfiling plus a 90-day cure window (§ 70(a)–(b)). A single late
  report leaves you delinquent but curable by filing.
• Anniversary date, not a common deadline. Massachusetts does not use one statewide due
  date. Your report is due on the anniversary of your certificate of organization, so two LLCs
  formed in different months have different deadlines.

Common questions

How much does the Massachusetts LLC annual report cost, and is online different?
$500, set by statute (§ 12(d)). Filing online adds a $20 expedite charge, so about $520;
by mail it is the flat $500.

When is my report due?
On or before the anniversary date of your original certificate of organization, every year.
Your first one is due on that date in the year after you formed the LLC.

Is there a penalty if I file a little late?
There is no monetary late fee for LLCs. You lose good standing until you file, and only after
two consecutive missed years does the state secretary move toward administrative dissolution
(§ 70(a)(1)).

My LLC was administratively dissolved — can I get it back?
Yes. You can apply for reinstatement at any time by filing all the annual reports you owe and
paying the $100 reinstatement fee. The LLC continues to exist in the meantime, but only to
wind up its affairs (§ 70(c)).

Statutes and sources

• M.G.L. c. 156C, § 12 — the LLC certificate-of-organization and annual-report statute:
  subsection (c) requires the annual report with the same information as the certificate, and
  subsection (d) sets the $500 report fee.
  https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter156c/Section12 (accessed 2026-07-16)
• M.G.L. c. 156C, § 70 — administrative dissolution: the two-consecutive-year trigger, the
  90-day cure notice, and the wind-up-only status of a dissolved LLC.
  https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter156C/Section70 (accessed 2026-07-16)
• M.G.L. c. 156C, § 48 — foreign LLC registration and its $500 annual report.
  https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter156c/Section48 (accessed 2026-07-16)
• Secretary of the Commonwealth — Limited Liability Company Information — official
  statement of the anniversary due date, the $500 fee, online/paper filing, and the $100
  reinstatement fee.
  https://www.sec.state.ma.us/divisions/corporations/filing-by-subject/limited-liability/corporations-limited-liability-company.htm (accessed 2026-07-16)