Form an LLC in Massachusetts
Massachusetts is one of the priciest states for an LLC, $500 to form and $500 a year – CountSure files with the Corporations Division and helps you weigh a cheaper corporation. $500 to form and $500 a year – among the highest in the US.
Requirements, costs & steps for an Massachusetts LLC
Massachusetts is one of the most expensive states to run an LLC, and it is worth knowing that before you file. It costs $500 to form the LLC and another $500 every year for the annual report, among the highest recurring fees in the country. If cost is a real factor, it is worth comparing against a Massachusetts corporation, which is much cheaper to maintain. This guide covers the real costs, the filing order, and those Massachusetts specifics in plain terms. Want it handled for you? Our Massachusetts LLC formation service files with the Corporations Division, sets up your resident agent, and tracks your anniversary deadline.
What you need to know?
High filing fee:
$500 by mail or $520 online for the Certificate of Organization, one of the highest LLC formation fees in the US.
$500 annual report:
The annual report is also $500 (or $520 online), due on your formation anniversary, among the most expensive recurring LLC fees anywhere.
Terminology:
Massachusetts calls the LLC document a Certificate of Organization and the LLC’s registered agent a resident agent.
Consider a corporation on cost:
A Massachusetts corporation’s annual report is only $125, so cost-conscious owners sometimes prefer the corporate form.
Flat 5% income tax:
LLC profits pass through and are taxed at Massachusetts’s flat 5% individual rate, with a 4% surtax on taxable income above $1,107,750 for 2026.
Massachusetts LLC at a glance
The essentials for forming and maintaining a Massachusetts LLC.
How to form an Massachusetts LLC, Step by Step
Seven steps from name check through your anniversary annual report.
Choose and check your LLC name
Your name must include “Limited Liability Company,” “LLC,” or “L.L.C.,” and be distinguishable from existing Massachusetts entities. Search the Corporations Division database. You can reserve a name for 60 days for $30 if desired.
Appoint a resident agent
Massachusetts requires a resident agent with a physical Massachusetts street address (no PO box), available during business hours. It must be a Massachusetts-resident individual or a corporation authorized in Massachusetts, so you can serve as your own only if you live in Massachusetts. CountSure can act as your resident agent.
File the Certificate of Organization
File through the Corporations Online Filing System (COFS) for $520, or by mail for $500. You provide the LLC name, a description of business, the principal office, the resident agent, and any managers or authorized signatories. Online filings typically clear within a few business days.
Create an operating agreement
Not required by Massachusetts, but strongly recommended. It sets ownership, profit splits, and management, and reinforces your liability protection.
Get an EIN from the IRS
Free, and needed for banking, hiring, and to register with the Massachusetts Department of Revenue.
Register for Massachusetts taxes
Register through MassTaxConnect for sales and use tax (if you sell taxable goods) and withholding (if you have employees). If you hire, plan for workers’ compensation insurance and Paid Family and Medical Leave from your first employee.
Calendar your anniversary annual report
File the $500 (or $520 online) annual report by your formation anniversary each year. There is no late fee, but two consecutive missed years can lead to administrative dissolution.
Naming & Member Requirements
A compliant name and a clear management structure keep your COFS filing moving. Here’s what Massachusetts requires.
- Required ending: “Limited Liability Company,” “LLC,” or “L.L.C.”
- Restricted words: Terms implying banking, insurance, or regulated activity generally need approval.
- Optional reservation: Reserve an available name for 60 days for $30 before filing.
- DBA (business certificate): In Massachusetts a DBA is filed at the CITY or TOWN clerk where you do business, not with the state.
- Members & management: One member minimum - Massachusetts allows single-member LLCs, with no residency requirement for members or managers (the resident agent must be a Massachusetts resident or a qualifying corporation). Member-managed or manager-managed, reflected in the Certificate of Organization and the annual report.
Ongoing Massachusetts LLC Compliance & Taxes
Annual report, on your anniversary
Every Massachusetts LLC files an annual report with the Corporations Division each year by the anniversary of its formation, not a fixed statewide date. The fee is $500 by mail or $520 online, which is among the highest annual report fees in the country. Massachusetts charges no separate late fee, but if you miss the report for two consecutive years, the Secretary of the Commonwealth can start administrative dissolution, giving you 90 days’ notice to cure. Reinstatement then costs a $100 fee plus the back annual report fees, so two missed years runs about $1,100. File on time and budget the $500 as a fixed annual cost of operating in Massachusetts.
No franchise tax on a standard LLC
A Massachusetts LLC taxed as a pass-through owes no franchise tax. The one exception is if the LLC elects C-corporation treatment with the IRS, in which case it falls under the Massachusetts corporate excise tax (8% of net income plus a property or net worth measure, with a $456 minimum). Most small LLCs never touch that.
Income tax
A default LLC does not pay Massachusetts income tax at the entity level. Profits pass through to members, who report their share on their Massachusetts personal returns at the flat 5% individual income tax rate. Massachusetts also applies a 4% Fair Share surtax on taxable income above $1,107,750 for 2026, so income above that threshold is effectively taxed at 9%. Pass-through entities can elect an entity-level tax that helps with the federal SALT cap.
Sales tax and employer obligations
Massachusetts’s sales and use tax is a flat 6.25% statewide with no local add-on. Register through MassTaxConnect if you sell taxable goods. Massachusetts is an employer-heavy state: from your first employee you must carry workers’ compensation insurance, contribute to Paid Family and Medical Leave, and report new hires to the DOR within 14 days. Get a free EIN from the IRS.
Massachusetts LLC Cost Breakdown
What you’ll actually pay to form and run a Massachusetts LLC.
Insight From Our Team
“Massachusetts is a great place to do business, but it is not a cheap place to hold an LLC. Five hundred dollars to form and five hundred more every single year for the annual report is about as high as it gets in the country. The number surprises people, so I put it on the table on day one. If a client is cost-sensitive and does not need the pass-through flexibility, I point out that a Massachusetts corporation only pays a hundred and twenty-five dollar annual report, so plenty of owners here actually choose the corporate form just to escape the five hundred dollar LLC fee. And whatever you form, remember the deadline is your own anniversary, not a fixed date, so we calendar it precisely.”
Parth Shah
CountSure
Related Guides & Services
- All state formation guides
Frequently Asked Questions
It is $500 by mail or $520 online for the Certificate of Organization. That is one of the highest LLC formation fees in the country, and the annual report costs the same amount every year.
Massachusetts simply sets a high fee. The LLC annual report is $500 (or $520 online), among the highest in the US, due on your formation anniversary. Many cost-conscious owners consider a corporation, whose annual report is only $125.
In Massachusetts, an LLC files a Certificate of Organization, while a corporation files Articles of Organization. It is the reverse of many states, so double-check which form applies to your entity type.
On the anniversary of your LLC’s formation each year, not a fixed statewide date. There is no late fee, but missing it for two consecutive years can lead to administrative dissolution.
No, it is not legally required, but it is strongly recommended. A written operating agreement sets ownership, profit splits, and management, and banks and courts expect to see one.
No. Members and managers do not need to be Massachusetts residents. You do need a resident agent with a physical Massachusetts street address who is a Massachusetts resident or a qualifying corporation.
Get Started
Start your Massachusetts LLC with CountSure
From the Certificate of Organization and your resident agent to the EIN and the $500 anniversary annual report, CountSure handles your Massachusetts LLC end to end, and helps you weigh the LLC against a lower-maintenance corporation.
- Free 30-minute consultation with a CPA
- Fixed-fee, fully transparent pricing
- 100% remote - no travel or visa required
