Filing Your Annual Report in Massachusetts

So, you’re a new business owner in the commonwealth of Massachusetts. After writing a business plan, hiring employees, registering with the commonwealth, and getting an operating agreement, you’re hopefully finding the success you once dreamed of. While that stressful process of filling out loads of paperwork to get your business launched is a done deal, one important piece of paperwork still remains: your first annual report.

Filing an annual report can be stressful. Every state has unique filing requirements, and they can vary depending on whether your business entity is a Massachusetts limited liability company (LLC) or a corporation. Certain states require you to file on a yearly basis, while others are bi-yearly. Some states require you to file Articles of Amendment and others don’t. These differing policies across state lines can add to your confusion and make annual report filing a daunting task, especially when you consider the fees and penalties that come with missing the filing deadline. 

As the name implies, you only need to file an annual report once a year. Massachusetts has simple requirements, and lets you file completely online. Also, ZenBusiness is here to help, and we’ve provided this guide so you can better understand the ins-and-outs of filing an annual report in Massachusetts.

What is a Massachusetts annual report?

Legally forming a business is the first step in many state reporting requirements. Outside of filing an annual tax return, Massachusetts requires LLCs and corporations to file an annual report. Failure to file can result in some hefty fines and having your business dissolved or revoked.

Filing the annual report maintains your company’s good standing with the commonwealth and confirms basic information, such as your company’s name, location of its principal office, general character of the business, and so forth. All this information can be accessed by the public via the Massachusetts Corporations Search.

In Massachusetts, the annual report is filed with the Secretary of the Commonwealth, Corporations Division. All LLCs (both single-member and multi-member) and corporations retain the option to file by mail, walk-in, or fax. However, the commonwealth recommends filing online via the Corporations Online Filing System.

The Massachusetts government should send you a yearly reminder via the mail several months before the annual report is due. With that said, you shouldn’t count on them to remind you to file. It’s your responsibility to file on time.

Where do I file my Massachusetts annual report?

The commonwealth of Massachusetts gives business owners several different options for filing their annual report. If you opt to file via mail or in-person, you can make checks payable to the Commonwealth of Massachusetts and submit your paperwork to the Corporations Division.

You also have the option to file via fax with three simple steps.

• First, locate and complete your filing forms, which are available in the mail and walk-in section of the Secretary of the Commonwealth website.
• Next, create a fax voucher cover sheet.
• Complete the form by selecting your filing category, filing type, and any additional questions that remain.

Once you finish filling out this information online, you’ll be taken to a secure website to pay your filing fee online. Upon completion of the payment, you can print your fax voucher cover sheet/payment confirmation and place it on top of your fax filing. Faxes are generally processed within 1 to 2 business days, and you can confirm your filing online on the Secretary of the Commonwealth website via the corporate database. 

While you retain the option to file the old-fashioned way, the commonwealth itself suggests filing online as an easier way to file. Using a Customer ID number and PIN number, you can log into the Corporations Online Filing System and provide the state government with the important details of your business. Don’t have a CID or PIN number yet or can’t track yours down? Contact the commonwealth by email at corpcid@sec.state.ma.us.

When is the Massachusetts annual report due? 

The due date for filing an annual report in Massachusetts varies by business structure.

• For domestic and foreign (out-of-state) corporations, the annual report is due each year within 2.5 months after the organization’s fiscal year closes.
• For domestic and foreign LLCs, the annual report is due by the end of the registration anniversary month. That means if you registered your business on Aug. 5, 2020, you would need to file an annual report for your LLC by the end of Aug. 2021.
• For nonprofit corporations, the annual report is due yearly on Nov. 1. 

How much does the Massachusetts annual report cost? 

Massachusetts charges different rates per business type to file an annual report, and also only charges a late fee for certain business types. 

• Domestic and foreign corporations pay $109 to file online or by fax and $125 to file by mail. Filing late comes with a $25 penalty.
• Domestic and foreign LLCs pay $520 to file online or by fax and $500 to file by mail. There’s no monetary penalty for late filing.
• Domestic and foreign nonprofits pay a $15 filing fee. There’s no monetary penalty for late filing.

What information do I need to file my Massachusetts annual report?

All LLCs and corporations must send the same information to the commonwealth government annually.

Corporations

• Business name
• For foreign corporations: provide the state your corporation was initially formed in
• Full name of the selected registered agent
• Massachusetts street address of the registered agent
• Principal address of the business
• Employee details: Names and addresses of the board of directors, president, treasurer, secretary, and any additional C-Suite executives or financial officers if different,
• Brief statement of purpose
• Investor Information: include class, total authorized, and total issued
• Signature, name, and job title of person filing 

LLCs

• Business federal tax ID number
• Business name
• Principal address on the business
• The address that maintains the business records 
• Brief statement of purpose
• Full name of the selected registered agent
• Massachusetts street address of the registered agent
• Names and addressed of internal personnel that have permission to validate documents filed with the Massachusetts Commonwealth, Corporations Division
• Names and addresses of people authorized to validate and record information regarding real property
• Signature of person filing the annual report

What if I file my annual report late in Massachusetts? 

If you miss your annual report deadline in Massachusetts, corporations will have to pay a $25 late penalty for failing to file on time. LLCs and nonprofits are not charged a fee for failing to file on time but are at risk of administrative dissolution if they fail to file. 

Fees aside, it is vital that you file an annual report every year. Failure to do so can result in administrative dissolution, meaning your business is no longer in good standing with the commonwealth and will not be recognized as an active business by Massachusetts. If this happens, you lose the benefits and protections that your entity type provides.

To save your entity from these issues, you’ll need to file additional paperwork to get your business reinstated and removed from the inactive list. Getting off the inactive list quickly should be a top priority, as you could potentially lose your business name if someone else scoops it up before you are reinstated. 

What happens after I file my Massachusetts annual report?

Upon the completion of your annual report, you’re good to go until the following year. Ordinarily, it only takes one day for the Secretary of the Commonwealth to process the annual report. Once processed, you can search the UCC database to view your filing, or contact the Secretary of the Commonwealth directly for verification.

If your business name doesn’t appear in the UCC database, it means your annual report may have been rejected. In that case, you’ll have the ability to refile as soon as you’re notified of the rejection by the commonwealth. There won’t be any additional charges for refiling.