Massachusetts Foreign Registration / Yearly report
Yearly reports for foreign LLCs in Massachusetts
Each year, on or before the anniversary of its registration, a Massachusetts foreign LLC files an annual report and pays $500. The report restates the application's information with any updates. A missed one stands in the way of good standing, which the Division requires before a withdrawal or a reinstatement.
The report in brief
- Fee
- $500
- Due
- on or before the anniversary date of registration
- Contents
- The application information, in updated form
- Expedite fee, electronic or fax
- $20
- Statute
- G.L. c. 156C, section 48
Who must file
Every foreign LLC on the Massachusetts register files a yearly report that restates, with any updates, what its application said. The fee is the same $500 as the registration.
When it is due
The annual report is due on or before the anniversary date of registration. If the LLC registered on the 12th of June, its report is due by the 12th of June in each later year. The first report is therefore due one year after registration.
What the report restates
It updates the nine items: the names, the home jurisdiction, the Massachusetts business, the principal offices, the managers, the resident agent and consent, and the dissolution date if there is one. It restates the information even when nothing has changed, and a statement that has become false is meant to be corrected promptly by its own certificate.
How much and how quickly
The report costs $500. Electronic and faxed filings can pay an expedite fee, $20 on a $500 report. A foreign corporation pays $125, or $100 if filed electronically, and $150 if late. A foreign limited partnership pays $500, or $450 online.
What a missed report leads to
Good standing is a precondition of cancelling or withdrawing, and every annual report must be on file before the Division will reinstate. Two skipped reports would mean $1,000 just to catch up. The schedule names no late fee for the LLC report, so we state none.
A bill that repeats
Because the report costs as much as the registration, an LLC that registers and keeps filing pays $1,000 in the first twelve months or so and $500 each year afterward. That is the price of keeping the Massachusetts registration alive, which is why an LLC with no continuing Massachusetts work should consider withdrawing.
Updating the facts
A change of agent, office or managers does not wait for the yearly report. The statute asks for a prompt certificate correcting any statement that has become inaccurate. An amendment costs $100, and a paper or faxed agent change costs $25.
Keeping track
Put the anniversary on a calendar with a reminder a month ahead. Keep the Massachusetts agent and office current, and file the report even when nothing has changed.
Other entities compared
A foreign corporation pays $125, or $100 filed electronically and $150 if late. A foreign limited partnership pays $500, or $450 electronically. A limited liability partnership pays $500. The LLC figure of $500 is therefore tied with the partnership figures for the top of the range and four times the corporation figure.
A three-year view
An LLC registered on the 12th of June files its reports by the 12th of June in each later year. After three reports it has paid $2,000, counting the registration. Leaving costs $100 and returning costs $500 again, so stepping out beats staying registered only if the gap lasts longer than about a year.
How to file the report
The Division lists filing online, by fax, by mail and in person, and the fee schedule shows $20 as the expedite fee for an electronic or faxed report at this amount. Pay by the method the route allows: card or e-check by fax or electronically, check or money order by mail.
If one was missed
File it now and ask a Massachusetts lawyer about any consequence. If the registration has been revoked, reinstatement costs $100 on top of the missing reports and needs a home certificate issued within 90 days. One missed report plus reinstatement comes to $600.
Annual report questions
What does the annual report cost?
$500.
Does an LLC pay the corporation rate?
No. An LLC pays $500, and a corporation pays less.
When is it due?
On or before the anniversary date of registration.
Our fee and the Commonwealth's
Start my Massachusetts registration
$199
+ $500 state fee
The Commonwealth's $500 is itemized on its own when you pay. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
- The foreign LLC application for registration, completed from your answers
- The certificate from your home state, checked against the ninety-day limit before anything is sent
- A Massachusetts resident agent: ours, or one you already use
- Filing with the Corporations Division and the record sent back to you
- Renewal: after the first year, the agent service renews at $149 a year
Working in Massachusetts?
Tell us when work starts and we prepare your application.