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Massachusetts business formation guide · Reviewed

Massachusetts Incorporation, LLC Formation & Nonprofit Guide

A Massachusetts LLC pays a $500 state filing fee to the Corporations Division and a $500 annual report fee each year. A business corporation pays a minimum $275 to form and $125 for its annual report. A nonprofit corporation pays $35 to form and $15 for its annual report.

At a glance

Filing agency
Massachusetts Corporations Division
Formation fees
Corporation $275 minimum · LLC $500 · Nonprofit $35
Standard processing
Online and fax filings are generally faster than mail. Standard processing times vary, and expedited service is available for an additional fee. Confirm the current turnaround before relying on a specific closing date.
Annual requirement
Corporations file an annual report within 2.5 months after fiscal year end; LLCs file by their formation anniversary; nonprofits file by November 1. The fees are $125 for corporations, $500 for LLCs, and $15 for nonprofits.
Newspaper publication
Not required for new corporations, LLCs, or nonprofits

Forming a business in Massachusetts

Massachusetts combines a dense professional and technology economy with a Corporations Division that requires annual reports for corporations, LLCs, and nonprofits. The state’s LLC filing fee and annual report fee are both $500, which makes Massachusetts one of the more expensive states for an LLC over time.

The annual report deadlines differ by entity type. Corporations file within two and a half months after their fiscal year ends, LLCs file by their formation anniversary, and nonprofit corporations file by November 1. This guide explains each path, the current fees, and the ongoing compliance calendar.

Corporation, LLC, or nonprofit?

The right structure depends on how the business will be owned, managed, financed, and taxed. A corporation is designed for centralized management and outside investment. An LLC offers liability protection with more flexible management and tax treatment. A nonprofit corporation is for an organization operated for a charitable, educational, religious, or other exempt purpose.

Business corporation in Massachusetts

A Massachusetts business corporation is created by filing Articles of Organization with the Corporations Division. The filing identifies the resident agent, principal office, authorized shares, and initial directors.

Formation documentArticles of Organization
State filing fee$275 minimum The minimum covers up to 275,000 authorized shares; additional shares increase the fee.
Annual filingAnnual Report — due Within 2.5 months after fiscal year end (March 15 for calendar-year corporations); $125; $100 if filed electronically. A late penalty can apply if the report is not filed timely.
Tax treatmentA Massachusetts corporation is a C corporation by default, with S corporation status available by federal election. The corporation may owe Massachusetts corporate excise tax and federal income tax.
Best forBusinesses that want a formal board-and-shareholder structure, outside investment, or a structure familiar to lenders and institutional partners.
  • A corporate name that is distinguishable and includes a required designator.
  • A Massachusetts resident agent and registered office with a physical street address.
  • The number of authorized shares and par value, if any.
  • The incorporator, initial directors, and principal office information.
Start a Massachusetts Corporation Filing

Limited liability company in Massachusetts

A Massachusetts LLC is formed by filing a Certificate of Organization. The LLC pays a $500 formation fee and a $500 annual report fee, so the ongoing cost should be part of the decision to form in Massachusetts.

Formation documentCertificate of Organization
State filing fee$500
Annual filingAnnual Report — due Formation anniversary date; $500. The annual report fee equals the formation fee.
Tax treatmentA Massachusetts LLC is pass-through by default for federal income tax purposes. Members may elect S or C corporation treatment. Massachusetts may impose entity-level taxes and fees depending on the LLC’s classification and activity.
Best forOwner-managed businesses, professional practices, real estate holdings, and startups that want liability protection with flexible management.
  • An LLC name that includes Limited Liability Company, LLC, L.L.C., or another accepted designator.
  • A Massachusetts resident agent and registered office.
  • The principal office address and the name and address of each manager or member, as applicable.
  • A written operating agreement, which is not filed with the state but is important for governance.
Start a Massachusetts LLC Filing

Nonprofit corporation in Massachusetts

A Massachusetts nonprofit corporation files nonprofit Articles of Organization. The formation fee is $35 and the annual report fee is $15, making the state relatively inexpensive for nonprofit entities.

Formation documentArticles of Organization – Nonprofit
State filing fee$35
Annual filingAnnual Report — due November 1; $15. Nonprofits have a later annual deadline than corporations and LLCs.
Tax treatmentMassachusetts nonprofit corporation status does not automatically create federal tax exemption. The organization must apply to the IRS and may need separate Massachusetts tax exemption and charitable registration.
Best forCharitable, educational, religious, civic, and membership organizations that want a formal nonprofit structure.
  • A nonprofit name that meets Massachusetts naming rules.
  • A Massachusetts resident agent and registered office.
  • A statement of nonprofit purpose and the required IRS language if seeking 501(c)(3) status.
  • The incorporator, initial directors or trustees, and bylaws adopted after formation.
Start a Massachusetts Nonprofit Filing

Massachusetts entity comparison

FactorCorporationLLCNonprofit
Formation documentArticles of OrganizationCertificate of OrganizationArticles of Organization – Nonprofit
State filing fee$275 minimum$500$35
Annual filingAnnual ReportAnnual ReportAnnual Report
Tax treatmentA Massachusetts corporation is a C corporation by default, with S corporation status available by federal election. The corporation may owe Massachusetts corporate excise tax and federal income tax.A Massachusetts LLC is pass-through by default for federal income tax purposes. Members may elect S or C corporation treatment. Massachusetts may impose entity-level taxes and fees depending on the LLC’s classification and activity.Massachusetts nonprofit corporation status does not automatically create federal tax exemption. The organization must apply to the IRS and may need separate Massachusetts tax exemption and charitable registration.
Best forBusinesses that want a formal board-and-shareholder structure, outside investment, or a structure familiar to lenders and institutional partners.Owner-managed businesses, professional practices, real estate holdings, and startups that want liability protection with flexible management.Charitable, educational, religious, civic, and membership organizations that want a formal nonprofit structure.

Massachusetts has one of the highest LLC annual fees

The Massachusetts LLC formation fee is $500, and the annual report fee is also $500. Unlike states that charge a modest annual report fee, Massachusetts charges the same amount every year simply to keep the LLC’s record current. That recurring cost should be built into the decision to form an LLC in Massachusetts.

Filing online or by fax can add a small expedite fee, but it does not change the base $500 annual report fee. A late annual report can lead to dissolution or loss of good standing, so the anniversary date should be calendared immediately after formation.

Corporate annual reports follow the fiscal year

Massachusetts corporations file an annual report within two and a half months after the end of their fiscal year. A calendar-year corporation generally files by March 15. The fee is $125, or $100 when filed electronically, and a late penalty can apply.

The annual report updates the corporation’s principal office, resident agent, and officers or directors. It is separate from the Massachusetts corporate excise tax return and the federal income tax return.

Nonprofits file by November 1

Massachusetts nonprofit corporations file an annual report by November 1 each year. The state fee is $15. The report is separate from the organization’s federal Form 990 and any charitable registration or state tax exemption filing.

A nonprofit that solicits donations in Massachusetts may also need to register with the Attorney General’s Non-Profit Organizations/Public Charities Division. That registration is separate from the Corporations Division annual report.

How to form a Massachusetts entity

  1. Check the name. Search the Massachusetts corporate database and confirm the proposed name is available and uses the correct designator.
  2. Appoint a resident agent. Arrange a Massachusetts resident agent and a physical Massachusetts street address for service of process and state mail.
  3. Prepare the formation document. Complete the Articles of Organization or Certificate of Organization, including the principal office and management information.
  4. File with the Corporations Division. Submit online, by fax, or by mail with the applicable fee. Corporations should confirm the share structure before filing.
  5. Calendar the annual report. Corporations file after fiscal year end, LLCs file by the formation anniversary, and nonprofits file by November 1.

Massachusetts annual report and good standing

Massachusetts requires annual reports for corporations, LLCs, and nonprofit corporations. Corporations file within two and a half months after their fiscal year ends, LLCs file by their formation anniversary, and nonprofits file by November 1. The fees are $125 for corporations, $500 for LLCs, and $15 for nonprofits.

Missing an annual report can result in dissolution, revocation, or loss of good standing. Reinstatement may require the overdue reports and additional fees. We can prepare the annual report and coordinate the resident agent information so the filing is complete and on time.

EntityAnnual filingDueState fee
Business corporationAnnual ReportWithin 2.5 months after fiscal year end (March 15 for calendar-year corporations)$125; $100 if filed electronically
Limited liability companyAnnual ReportFormation anniversary date$500
Nonprofit corporationAnnual ReportNovember 1$15

Does Massachusetts require newspaper publication?

No. Massachusetts does not require a corporation, LLC, or nonprofit corporation to publish a newspaper notice of formation. The entity is formed when the Corporations Division accepts the filing and the resident agent is in place.

Publication requirements exist in a few other states, including Pennsylvania, New York, and Georgia. A Massachusetts entity that registers to do business in one of those states should confirm whether the foreign registration or a later filing triggers a publication obligation.

Massachusetts formation questions

The Certificate of Organization filing fee is $500. The annual report fee is also $500 and is due by the LLC’s formation anniversary date. A resident agent, operating agreement, and expedited service are separate.

The Articles of Organization filing fee starts at $275 for up to 275,000 authorized shares and increases with additional shares. The annual report fee is $125, or $100 if filed electronically.

The nonprofit Articles of Organization filing fee is $35. The annual report fee is $15 and is due by November 1. IRS 501(c)(3) application fees and charitable registration costs are separate.

Corporations file within two and a half months after their fiscal year ends; a calendar-year corporation generally files by March 15. LLCs file by their formation anniversary date. Nonprofit corporations file by November 1.

Yes. Massachusetts corporations, LLCs, and nonprofit corporations must maintain a resident agent and a Massachusetts registered office. The agent receives service of process and official state correspondence.

Massachusetts sets the LLC annual report fee at $500, the same as the formation fee. The fee is set by statute and applies every year, regardless of the LLC’s revenue or activity. It is a recurring cost that should be budgeted from the start.

No. Massachusetts does not require newspaper publication for a new corporation, LLC, or nonprofit corporation. A Massachusetts entity that registers in a state with a publication rule should confirm that state’s requirement separately.

Official Massachusetts resources

Fees, forms, and deadlines were reviewed in November 2026 and can change. This guide is general information for attorneys, businesses, and nonprofit organizations. It is not legal, tax, or accounting advice. Confirm the current requirement with the Massachusetts Secretary of the Commonwealth, Corporations Division or your professional adviser before filing.