Massachusetts Annual Report: the $500 LLC Fee in the Statute, the 2.5-Month Corporate Deadline and the Two-Year Dissolution Rule

The Massachusetts LLC annual report fee is set high in the statute, and the state can dissolve a company that falls behind. The rules for LLCs and corporations sit in different chapters, so it's easy to read the wrong one. Here's what each statute says.

The Massachusetts LLC annual report: $500, every year

Chapter 156C, Section 12(c) says every LLC formed under the chapter must also file an annual report with the state secretary, setting out the information required in its certificate of organization. Section 12(d) sets both fees: $500 to file the certificate of organization and $500 to file each annual report, as of October 2026, paid at the time of filing.

So the yearly cost of keeping a Massachusetts LLC on the register matches what it cost to form it. That's worth knowing before you pick an LLC over another structure.

What a Massachusetts LLC annual report must contain

Because the report repeats the certificate's information, you'll be confirming the same items Section 12(a) lists:

1. The LLC's name.
2. The address of its office in Massachusetts.
3. The name and address of its resident agent for service of process.
4. Its latest date of dissolution, if it has a specific one.
5. The name and address of each manager, if it has managers.
6. Anyone else authorised to sign documents filed with the state secretary, with at least one named if there are no managers.
7. The general character of the business.
8. If you want, anyone authorised to sign documents affecting an interest in real property.
9. Any other matters the authorised persons choose to include.

If any of these have changed since last year, the report is where they get updated on the public record. Check your resident agent details especially carefully, because that's where the state sends official notices.

The Massachusetts corporate annual report

Corporations follow Chapter 156D, Section 16.22. Each domestic corporation, and each foreign corporation authorised to do business in Massachusetts, files an annual report with the secretary of state. Among other things it must give the total number of authorised shares and the number issued and outstanding, itemised by class and series, a brief description of its activities in the state, and its fiscal year.

The timing is different too. Section 16.22(c) says the report must be delivered within two and a half months after the end of the corporation's fiscal year. The information has to be current as of the date the report is signed, under Section 16.22(b). A calendar-year corporation should plan around mid-March.

When Massachusetts dissolves an LLC that stops filing

Chapter 156C, Section 70 gives the state secretary the power to start dissolving an LLC that has failed for 2 consecutive years to file its annual reports, or that the secretary believes has gone inactive. Here's how it plays out:

• The state secretary sends written notice to the LLC's Massachusetts office address.
• The LLC then has 90 days to correct the problem or show it doesn't exist.
• If it doesn't, the secretary administratively dissolves it.
• A dissolved LLC still exists, but it can only carry on business needed to wind up and liquidate its affairs.

One missed year won't trigger it, but two will. And because the notice goes to the office address on file, an out-of-date address means you may not hear about it until the 90 days have run.

Massachusetts LLC fills in what's left out here.

LLC and corporate annual reports side by side

Point	LLC	Corporation
Law	Chapter 156C, Section 12	Chapter 156D, Section 16.22
Fee set in the statute	$500, as of October 2026	Not set in Section 16.22
What it repeats or reports	The items in the certificate of organization	Name, activities, authorised and issued shares, fiscal year and more
Timing in the statute	Annually	Within two and a half months of the fiscal year end
Who files	Every LLC formed under Chapter 156C	Domestic corporations and foreign corporations authorised in Massachusetts

Once this one is done, the rules for an LLC in Connecticut covers what often comes next.

How to keep a Massachusetts annual report on track

1. Note the date your LLC or corporation was formed, and for a corporation, its fiscal year end.
2. Before filing, compare last year's report with your current managers, signers, office and agent.
3. Pay the fee when you file, since the statute says it's due at the time of filing.
4. Keep a copy of the filed report with your company records.
5. If a notice from the state secretary arrives, act within the 90 days it gives you.

Many founders compare states, and the California registered agent guide looks at one more.

Massachusetts annual report verdict

For an LLC, budget $500 every year as of October 2026 and treat the report as a check of your public details. For a corporation, count two and a half months from your fiscal year end. Either way, keep your office and agent addresses current so notices reach you. Our LLC annual report guide shows how other states compare, and the Massachusetts minimum wage guide covers the payroll side of running a business there.

Frequently asked questions

How much is the Massachusetts LLC annual report fee?

It's $500 under Chapter 156C, Section 12(d) of the General Laws, as of October 2026, the same as the fee to form the LLC.

Do all Massachusetts LLCs have to file an annual report?

Yes. Section 12(c) says every LLC formed under Chapter 156C must file an annual report with the state secretary.

When is the Massachusetts corporation annual report due?

Within two and a half months after the end of the corporation's fiscal year, under Chapter 156D, Section 16.22(c).

What happens if a Massachusetts LLC doesn't file its annual reports?

If it fails to file for 2 consecutive years, the state secretary can send notice and, after 90 days without a fix, administratively dissolve it under Chapter 156C, Section 70.

Does the Massachusetts LLC annual report repeat the certificate?

Yes. Section 12(c) says the annual report sets out the information required in the certificate of organization, such as the office, resident agent, managers and the character of the business.

Can a dissolved Massachusetts LLC keep trading?

No. It continues to exist but can only carry on business needed to wind up and liquidate its affairs.