What is a Massachusetts Annual Report?

One of the requirements of keeping a Massachusetts corporation or Limited Liability Company (LLC) in compliance is filing an Annual Report.  The Annual Report is used to confirm and update the company’s information each year with the Massachusetts Secretary of the Commonwealth, such as the name and address of the registered agent and the name and address of members, directors, or officers.

Related: How to form an LLC in Massachusetts

Who Needs to File an Annual Report?

Domestic and foreign corporations and LLCs are required to file an annual report each year after the year the company was formed.

What is Needed to File a Massachusetts Annual Report

You have the option of filing your Massachusetts LLC or Corporation Annual Report online or by mail. To file online, visit the Massachusetts Secretary of the Commonwealth’s website, otherwise, you can fill out the Annual Report – Form D by downloading and filling out an Annual Report.

The report asks for information such as:

• Business name
• Principal office address
• Federal Employer Identification Number (FEIN)
• Business activities of the entity
• Name and street address of the Resident Agent
• Name and address of the officers, directors, members, and/or managers

Filing is usually done in 3-4 business days.

Massachusetts Annual Report Cost

The Annual Report filing fee for both the Corporation is $125, and the LLC is $500.

Annual Report Due Date

The State of Massachusetts has different deadlines depending on the business entity.

Corporations: The Annual Report is due 2.5 months after the end of the entity’s fiscal year.  Most entities use a calendar year which means December 31^st is the end of their fiscal year.  In this example, an Annual Report for a Corporation would be due March 15^th of each year.

LLC: The Annual Report for an LLC is due each year on its anniversary date. For example, if your LLC or Corporation was formed on January 1^st, 2021, the deadline for the first Annual Report will be January 1^st, 2022. 

The Secretary of the Commonwealth’s office emails a reminder in advance of the Annual Report due date. Even though a reminder is sent, it’s important to make an additional reminder for yourself should you not receive it. 

My business made little or no money.  Do I still have to file the Annual Report?

Even if your Corporation or LLC received no income or had no business activity, the Annual Report is still required to be filed.

What happens if you don’t file the Annual Report on time?

If the Annual Report isn’t filed on time, a late penalty will be assessed, and the business entity will lose its status of good standing with the state.  If the report is delinquent for over two years, the entity may be subject to administrative dissolution by the Secretary of the Commonwealth.

How do you change the Registered Agent?

While the Massachusetts Annual Report form asks for the name and address of the Registered Agent, the Registered Agent can’t be updated on this form. 

To update the Registered Agent’s information, fill out a Statement of Change of Registered Agent/Registered Office.

Massachusetts Secretary of the Commonwealth Contact Information

The mailing address for the Massachusetts Annual Report is:

Massachusetts Secretary of the Commonwealth
One Ashburton Place, Room 1717
Boston, MA 02108-1512

If you have questions, they can be contacted at (617)727-9640.