How to Form an LLC in Massachusetts: Steps & Cost (2026)

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 6, 2026 · Last updated Aug 6, 2026

You form a Massachusetts LLC by filing a Certificate of Organization with the Secretary of the Commonwealth, Corporations Division, and paying the $500 filing fee ($520 if you file online or by fax). You must appoint a Massachusetts resident agent, and every LLC must file a $500 annual report each year on or before the anniversary of its formation.

Quick Answer

Form: Certificate of Organization (M.G.L. c.156C, §12)
Filing fee: $500 (2026); $520 filed online or by fax
Agency: Secretary of the Commonwealth - Corporations Division
Resident agent: Required - a Massachusetts resident or qualified entity who consents
Annual report: $500, due by the formation anniversary each year
State income tax: 5.0% personal income tax on pass-through profits

Massachusetts Agency and Form: Secretary of the Commonwealth

A Massachusetts LLC is created by filing a Certificate of Organization with the Secretary of the Commonwealth, Corporations Division. The requirement and contents of the certificate are set by Massachusetts General Laws Chapter 156C, Section 12, the Massachusetts Limited Liability Company Act. The company is legally formed at the moment the certificate is filed with the Corporations Division, unless a later effective date is stated.

The Certificate of Organization must set out the LLC's name; the street address of the office in Massachusetts where its records are kept; the general character of its business; the name, street address, and written consent of its resident agent; the names of any managers; and the persons authorized to sign filings with the Secretary. The name must contain "limited liability company," "limited company," or an abbreviation such as "LLC," "L.L.C.," "LC," or "L.C.," and it must be distinguishable from other entity names on file. You can file the certificate through the Corporations Division online filing system, by mail, or by fax. This guide covers the Massachusetts process; for the national overview see how to form an LLC and what is an LLC.

How to Form a Massachusetts LLC, Step by Step

Forming a Massachusetts LLC is a six-step process centered on the Certificate of Organization. Each step below maps to a requirement of Chapter 156C or a federal tax rule.

Choose and check your LLC name. Select a name with an LLC designator that is distinguishable from names already on file with the Corporations Division. Search availability in the Secretary's corporate database, and confirm the name does not infringe a federal trademark.
Appoint a Massachusetts resident agent. Every LLC must maintain a resident agent for service of process. The agent must be a Massachusetts resident, a domestic corporation, or a foreign corporation authorized in Massachusetts, and must consent in writing.
File the Certificate of Organization. Submit the certificate to the Secretary of the Commonwealth and pay the $500 filing fee, or $520 if you file online or by fax (a $20 expedited-service charge). Once the Corporations Division accepts it, your LLC legally exists.
Adopt an operating agreement. Massachusetts does not require you to file a written operating agreement, but one is strongly recommended to set ownership percentages, management, voting, and profit distribution. See what an LLC is for how the agreement governs the company.
Get an EIN and register for taxes. Apply for a free federal EIN from the IRS, then register with the Massachusetts Department of Revenue through MassTaxConnect for any sales, use, or employer withholding taxes your business owes.
File your first annual report. Calendar the anniversary of your formation date. Each year on or before that date, file the LLC annual report and pay the $500 fee to keep the LLC in good standing.

After these steps, open a business bank account (banks generally ask for the filed Certificate of Organization and the EIN) and keep your resident agent and annual report current every year.

Massachusetts LLC Filing Fees (2026)

Massachusetts has some of the highest LLC fees in the country: a $500 Certificate of Organization fee and a $500 annual report fee. The table below lists the state fees most LLCs encounter, each verified against the Corporations Division fee schedule. Amounts are effective for 2026 and are set by the state, not by any filing service.

Item	Statute / filing	Fee (2026)	Agency
Certificate of Organization (create the LLC)	M.G.L. c.156C §12	$500 ($520 online/fax)	Secretary of the Commonwealth
Annual report	M.G.L. c.156C §12	$500 ($520 online/fax)	Secretary of the Commonwealth
Certificate of amendment	M.G.L. c.156C §13	$100	Secretary of the Commonwealth
Change of resident agent / office	M.G.L. c.156C §5	$25 (paper/fax); $0 electronic	Secretary of the Commonwealth
Certificate of cancellation (dissolve)	M.G.L. c.156C §14	$100	Secretary of the Commonwealth
Federal EIN	IRS Form SS-4	$0 (free)	IRS

For a full breakdown of formation, annual, and optional costs, see Massachusetts LLC cost and the national how much an LLC costs comparison.

Massachusetts Resident Agent Requirement

A Massachusetts resident agent is the person or entity your LLC designates to receive service of process, tax notices, and official state correspondence. M.G.L. c.156C, §5 requires every LLC to continuously maintain a resident agent for service of process. You name the agent directly in the Certificate of Organization, and the agent's written consent must be in the certificate or attached to it.

The agent must be an individual who is a Massachusetts resident, a domestic corporation, or a foreign corporation authorized to do business in Massachusetts. You may act as your own resident agent if you live in Massachusetts, name another individual, or hire a commercial resident agent service. To change agents later, file a Statement of Change of Resident Agent or Resident Office, which costs $25 by paper or fax and is free when filed electronically. Failing to maintain a resident agent can lead to administrative dissolution of the LLC. See Massachusetts resident agent requirements and the national registered agent overview for detail.

Massachusetts LLC Annual Report

Under M.G.L. c.156C, §12, every Massachusetts LLC must file an annual report with the Corporations Division. The report is due on or before the anniversary date of the filing of the original Certificate of Organization, and it must contain the same information as the certificate, updated for any changes. The filing fee is $500, or $520 when filed online or by fax.

The annual report is separate from any tax filing with the Department of Revenue. Missing it can cause the LLC to fall out of good standing and, eventually, to be administratively dissolved. For due dates, penalties, and how the report interacts with state taxes, see the Massachusetts LLC annual report and taxes.

LLC Taxes in Massachusetts

Massachusetts classifies an LLC the same way it is classified for federal tax purposes. By default, a single-member LLC is disregarded and a multi-member LLC is a partnership, so profits pass through to the members and are reported on the Massachusetts personal income tax at 5.0%. An additional 4% surtax applies to Massachusetts taxable income over $1 million (indexed annually).

An LLC that elects to be taxed as a corporation by filing IRS Form 8832 or Form 2553 instead pays the Massachusetts corporate excise: 8.0% on net income apportioned to Massachusetts plus $2.60 per $1,000 of taxable Massachusetts tangible property or net worth, with a minimum excise of $456. Massachusetts has no separate "franchise tax" on ordinary pass-through LLCs beyond the $500 annual report. Learn more in Massachusetts LLC annual report and taxes.

EIN, Sales Tax, and Licenses

A federal Employer Identification Number (EIN) is issued free by the IRS and is used to open a bank account, hire employees, and file taxes. By default the IRS treats a single-member LLC as a disregarded entity and a multi-member LLC as a partnership; either can elect corporate or S-corporation treatment. Most Massachusetts LLCs need an EIN, and one is required if the LLC has more than one member or any employees.

If your LLC sells taxable goods or certain services, you must register for the 6.25% Massachusetts sales and use tax through MassTaxConnect (using Form TA-1) before making sales. Massachusetts has no general statewide business license, but many professions are regulated by the Division of Occupational Licensure, and cities and towns require local permits and a business certificate (DBA) filed with the town clerk. See how to get a business license in Massachusetts and the national business license overview.

Penalties and Closing a Massachusetts LLC

Missing Massachusetts requirements carries real consequences. If an LLC fails to file its annual report or maintain a resident agent, the Secretary of the Commonwealth may administratively dissolve the LLC. A dissolved LLC loses its good standing and the protection that its status provides for its name. To return to good standing, the LLC must file an Application for Reinstatement and pay a $100 reinstatement fee, along with any outstanding annual reports and fees.

Separately, unpaid state taxes accrue penalties and interest with the Department of Revenue, and an LLC that owes taxes may be unable to obtain a certificate of good standing needed for financing or contracts. Keeping your resident agent, annual report, and tax accounts current is the simplest way to avoid all of these outcomes.

When you are ready to close, do it deliberately. To wind down a Massachusetts LLC properly, you settle the business under M.G.L. c.156C, §44, then file a Certificate of Cancellation with the Secretary of the Commonwealth for a $100 fee. Simply abandoning the LLC leaves the annual report obligation and its $500 fee running each year. See how to dissolve an LLC in Massachusetts and the national dissolution overview for the full wind-up and cancellation steps.

Frequently Asked Questions

How much does it cost to start an LLC in Massachusetts?

The Certificate of Organization fee is $500, paid to the Secretary of the Commonwealth. Filing online or by fax adds a $20 expedited charge, for $520 total. Every LLC then files a $500 annual report each year. See Massachusetts LLC cost.

What form do I file to create a Massachusetts LLC?

A Certificate of Organization under M.G.L. c.156C, §12, filed with the Corporations Division. You can file it online, by mail, or by fax with the $500 fee.

Does a Massachusetts LLC need a resident agent?

Yes. Every LLC must maintain a resident agent for service of process. The agent must be a Massachusetts resident, a domestic corporation, or a foreign corporation authorized in Massachusetts, and must consent in writing.

Does a Massachusetts LLC pay state income tax?

By default an LLC is a pass-through, so members pay the 5.0% Massachusetts personal income tax on their share. An LLC taxed as a corporation pays the corporate excise instead, with a $456 minimum.

When is the Massachusetts LLC annual report due?

On or before the anniversary of the date your Certificate of Organization was filed. The fee is $500 ($520 online). See Massachusetts annual report.

How long does it take to form a Massachusetts LLC?

Online filings are typically processed the same day or within a few business days; mailed filings take longer. The LLC legally exists the moment the certificate is filed.

More Massachusetts business guides

Business License In Dissolve An Llc In Annual Report Articles Of Organization Business Entity Search Certificate Of Formation Dba Filing Llc Cost Llc Tax Filing Operating Agreement Registered Agent

Sources

Secretary of the Commonwealth - Limited Liability Company Information (Certificate of Organization, annual report, resident agent).
Secretary of the Commonwealth - Corporations Division Filing Fees ($500 certificate; $500 annual report; $100 amendment/cancellation; $25 change of agent).
Secretary of the Commonwealth - Fee Schedule (PDF) (expedited/online $20 charge).
Secretary of the Commonwealth - Certificate of Organization form (PDF).
Massachusetts General Laws - c.156C §12, Certificate of Organization and annual report.
Massachusetts General Laws - c.156C §5, Resident agent for service of process.
Massachusetts General Laws - c.156C §14, Certificate of cancellation.
950 CMR 112.00 - Limited Liability Companies (regulations).
Massachusetts DOR - Massachusetts Tax Rates (5.0% income; 6.25% sales; 8.0% corporate excise; $456 minimum).
Massachusetts DOR - Register Your Business with MassTaxConnect (Form TA-1).
IRS - Limited Liability Company (LLC) (federal default classification).
IRS - Get an Employer Identification Number (free EIN).
Cornell LII - 26 CFR 301.7701-3, entity classification (check-the-box).

LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. Laws, fees, and thresholds change; verify current requirements with the Massachusetts Secretary of the Commonwealth and the Department of Revenue before acting.