Learn the steps to form an LLC in Massachusetts – from choosing your name to filing your Certificate of Organization. $1 + $500 state fee. Start today.
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Filing fee: $500 by mail (Certificate of Organization); $520 online, which includes the state’s built-in expedited service
Processing time: 1-2 business days online; about a week by mail
State agency: Secretary of the Commonwealth, Corporations Division
Annual report due: Your LLC’s formation anniversary date each year — $500 ($520 online). No late fee, but stop filing and the state can administratively dissolve your LLC after two missed years.
State tax rate: Flat 5% income tax on pass-through income (a 4% surtax applies above roughly $1.1 million) and 6.25% statewide sales tax; no franchise tax and no general state business license
Start your U.S. business journey today. Form your company with confidence and let Brio handle the paperwork.
Forming an LLC in Massachusetts takes 5 steps: choose and check your business name, appoint a resident agent (what Massachusetts calls a Registered Agent) with a physical Massachusetts address, file a Certificate of Organization online or by mail, draft an operating agreement, and get an Employer Identification Number (EIN) from the IRS. The state filing fee is $500 ($520 online).
Massachusetts is the most expensive state in the country to form and maintain an LLC — $500 to file and $500 every year after — so the reason to form here is simple: it’s where your business actually operates. If you’re doing business in Massachusetts, a local LLC gives you personal liability protection and pass-through taxation at the state’s flat 5% income tax rate, without the double taxation or corporate formalities of a corporation.
Beyond the headline fees, ongoing obligations are actually simple: one annual report, no franchise tax, no entity-level tax on pass-through LLCs, and no general state business license. The 6.25% sales tax has no local add-ons, and registering to collect it through MassTaxConnect is free. For most owners the $520 a year is the whole story — predictable, if not cheap.
Unlike some states, Massachusetts doesn’t require you to reserve your name before filing — you simply claim it when you file your Certificate of Organization. If you’re not ready to file yet, you can reserve a name for $30 for 60 days (renewable once for another $30). One quirk: reservations can’t be filed online — the application must be typed and submitted on paper.
Your LLC name must not be identical or deceptively similar to an existing or reserved Massachusetts entity name, and it must include a designator like “Limited Liability Company,” “Limited Company,” “LLC,” “L.L.C.,” “LC,” or “L.C.” Check the Corporations Division’s business name database before you file to avoid a rejection.
Every Massachusetts LLC must have a resident agent — the state’s term for a registered agent — designated to receive legal notices and government documents on behalf of the business. The agent must have a physical street address in Massachusetts (a P.O. box doesn’t count), be available during regular business hours, and consent to the appointment as part of your Certificate of Organization.
You can serve as your own resident agent if you’re a Massachusetts resident with a physical address in the state and can be there during business hours. Many business owners use a professional registered agent service instead — it keeps your personal address off public records and ensures someone is always available to receive documents.
The Certificate of Organization is the document that legally creates your Massachusetts LLC. You file it with the Secretary of the Commonwealth’s Corporations Division — online, by fax, by mail, or in person in Boston. Online filing costs $520 (the extra $20 is the state’s expedited service fee) and processes in 1-2 business days; mail filings cost $500 flat but take about a week including transit. There’s no separate premium expedite tier — online filing is the fast lane.
The Certificate must include your LLC’s name, the principal office street address, its general character of business, your resident agent’s name, Massachusetts address, and consent, plus the names and addresses of the managers — or, if there are no managers, at least one person authorized to sign documents on the LLC’s behalf. Keep in mind that everyone listed becomes part of the public record.
Massachusetts doesn’t require you to file an operating agreement with the state, but you should have one. It’s the internal document that defines how your LLC is managed — who owns what, how profits are distributed, and how decisions get made. Without one, the default rules of the Massachusetts Limited Liability Company Act fill in the gaps, which may not reflect what you actually want.
Your operating agreement should specify whether the LLC is member-managed or manager-managed. In a member-managed LLC, all owners share day-to-day authority. In a manager-managed LLC, a designated manager handles operations while other members retain economic rights. A written agreement is the version that holds up when disputes arise.
An Employer Identification Number (EIN) is a 9-digit federal tax ID issued by the IRS. Your Massachusetts LLC needs one to open a business bank account, hire employees, and file federal taxes. Applying online at irs.gov is free and issues your EIN immediately after you complete the application.
To use the IRS online application, the responsible party must have a valid Social Security Number (SSN) or Individual Taxpayer Identification Number (ITIN), and the business must have its principal place of business in the United States. The IRS does not charge a fee for issuing an EIN.
Massachusetts LLCs file one report with the Corporations Division: an annual report due on your LLC’s formation anniversary date each year, starting on the first anniversary. It costs $500 by mail or $520 filed online, and it’s the state’s only recurring LLC charge — there’s no initial report, no franchise tax, and no entity-level tax on pass-through LLCs.
Massachusetts has no general state business license, but if you sell taxable goods or services you’ll need to register (free) with the Department of Revenue through MassTaxConnect to collect the 6.25% sales tax. There’s no late fee for a missed annual report, and the state isn’t known for mailing reminders — but let reports lapse and after two missed years your LLC can be administratively dissolved. Reinstatement costs $100 plus $500 for every missed report, so calendaring the anniversary date matters.
The required Massachusetts state fee is $500 to file the Certificate of Organization by mail, or $520 online (the $20 is the state’s expedited e-filing fee) — the highest formation fee in the country. Budget for the annual report too: $500 ($520 online) every year. Reserving your name before filing is optional at $30. There’s no additional state fee to get your EIN; the IRS issues EINs for free.
Yes. Massachusetts allows a single person to form and own an LLC – this is called a single-member LLC. You can complete the Certificate of Organization filing online through the Corporations Division without an attorney. You’ll still need a resident agent with a physical Massachusetts address who consents to the appointment, but that can be yourself if you’re a Massachusetts resident.
No. Massachusetts charges a $500 Certificate of Organization fee ($520 online) – that’s a required state fee you can’t avoid, and it’s the steepest in the nation. What you can avoid is paying extra for formation help. We handle your Massachusetts LLC filing for $1; you only pay the required state fees.
Yes. Every Massachusetts LLC files an annual report due on its formation anniversary date, at $500 by mail or $520 online — the same price as forming the company. There’s no monetary late fee, but miss two years in a row and the state can administratively dissolve your LLC; reinstatement then costs $100 plus $500 for each missed report. Since the state doesn’t reliably send reminders, put the anniversary date on your calendar.
Yes – Massachusetts calls it a resident agent, but it’s the same thing as a registered agent: a person or entity that receives legal notices and official government documents on behalf of your LLC. The agent must have a physical street address in Massachusetts — not a P.O. box — be available during regular business hours, and consent to the appointment. You can serve as your own resident agent if you live in the state, or use a professional service.
The mistakes that come up most often are budgeting only for the $500 formation fee and being surprised that the annual report costs another $500 every single year, and missing that report because it’s due on the formation anniversary — not a fixed date — and no reminder arrives; two missed years can end in dissolution and a steep reinstatement bill. Owners also mail the filing to save $20 and wait a week instead of two days, and don’t realize the managers and signatories listed on the Certificate become public record.
Online and fax filings are processed in about 1-2 business days — online filing includes the state’s expedited service fee, so it’s the fast option by default. Mail filings take about a week including transit time. There’s no premium same-day tier; if speed matters, just file online.
Thinking about another state? Compare Wyoming, Delaware, Texas and Florida — or browse all 50 state guides.
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