Whether you’re starting a clam chowder food truck or a tour guide company for the annual leaf peepers, your Massachusetts small business will need to file an annual report. In Massachusetts, all companies, excluding sole proprietorships, must file an annual report with the Secretary of the Commonwealth.
Filing your first annual report is a milestone for any small business owner: It means you’ve weathered a full year of operating your business and get to continue on into the next one.
What is an annual report?
An annual report provides business performance data to the state in which the business operates. The filing requirements vary from state to state, but in Massachusetts, an annual report is required to be in good standing and continue to legally operate your business. If you don’t file your annual report or don’t file on time, you will be charged a fine.
In Massachusetts, most business entity types must file an annual report, including:
- Limited liability companies or LLCs
- Limited Partnerships or LPs
- Limited liability partnerships or LLPs
- Nonprofits
- Corporations
Filing your Massachusetts annual report requires gathering the proper information and filing the report online or in person. This guide is intended to help you through the process or you can hire LegalZoom to file your annual report for you. Which means you can get back to operating your business.
What information must a Massachusetts annual report contain?
In Massachusetts, the annual report is slightly different, depending upon the type of business you operate. You’ll need to gather and submit different information depending on if your business is an LLC, corporation, or partnership.
If your business is an LLC, you’ll need to submit:
- Federal tax ID number for the business
- Business name
- Address
- Local address where business records are kept
- Statement of purpose
- Name, address, and contact information for resident agent, sometimes referred to as a registered agent
- Name and addresses of business managers authorized to validate documents
- Name and address of people authorized to validate real property records
- Signature of the person filing the annual report
If your business is a corporation, you’ll need to submit:
- Business name
- If your business is a foreign corporation, include the state where the business was initially formed
- Name and address of the registered agent, which is sometimes referred to as a resident agent in Massachusetts
- Operating address of the business
- Employee details, including the names and addresses of the president, treasurer, secretary, C-suite executives, financial officers, and members of the board of directors
- Statement of purpose
- Investor information, such as class, authorized amounts, and total funds issued
- Name, job title, and signature of the person filing the annual report
If your business is a nonprofit, you’ll need to submit:
- Business identification number, which can be found in the Massachusetts Business Database
- Business name
- Business address
- Date of the last annual meeting
- Names and addresses for the president, treasurer, and clerk or secretary
- Names and addresses for all directors or officers
- Name, job title, and signature of the person filing the report
If your business is an LP, you’ll need to submit:
- Business name
- Statement of purpose
- Business address
- Name and address of the registered agent or resident agent
- Names and addresses of partners
- Name, address, phone number, and email of the person filing the report
- Signature of the person filing the report
If your business is an LLP, you’ll need to submit:
- Business name
- Business address
- Employer identification number or EIN
- Signature of the person filing the annual report
Who can file a Massachusetts annual report?
Anyone authorized to make decisions on behalf of the business can file an annual report in Massachusetts. You do not have to be a senior officer or director to file the annual report, anyone authorized may file it.
How to file your Massachusetts annual report in 3 steps
To file your Massachusetts annual report, you’ll need to figure out when your filing date is, gather the necessary information, and then submit the report. Much of how and when you file your annual report is decided by what type of business you operate. This can make the process confusing to navigate.
Step 1: Figure out your annual report due date
The first step in filing your Massachusetts annual report is figuring out your due date. The due date of your annual report is dependent upon which type of business entity you operate.
- LLC: Anniversary of founding
- Corporation: 2.5 months after the fiscal year ends
- Nonprofit: Nov. 1
- LP: Anniversary of founding
- LLP: Last day of February
If you don’t remember the founding date of your LLC or LP, you can look up that information in the Massachusetts corporation search.
Step 2: Gather necessary information
The next step in filing your annual report is to gather the necessary information. What information you’ll need will depend on your business entity. In general, you’ll need:
- The business name
- EIN or other identifying number
- Information on key operators in the business
- Contact information for your registered agent
- Someone authorized to sign and submit on behalf of the business
Some of the information you’ll need will be information you use often and easy to access. Others might take a little time and effort to find. Be sure to give yourself time to find all the information you’ll need.
Step 3: Complete and submit your report
Once you’ve gathered your information and know when you must submit your annual report, it’s time to complete the report.
You have two options for filing:
- Online
- With paper forms, which can be submitted by mail or in person
If you’d like to file online, you’ll follow this process:
- Log in to the Corporation Division’s portal with your Customer ID and PIN
- Fill in the requested information
- Submit
It’s important to note that if you are operating an LLP, you cannot submit your annual report online. You must submit by mail, fax, or in person. To submit via fax along with a payment voucher to 617-742-4538.
If you’d like to file with paper forms, you’ll follow this process:
- Go to the Corporation Division’s website
- Choose your entity type
- Scroll down to the “Annual Reports” section
- Download the necessary form
- Fill out the forms with the required information
- Mail or deliver in person to the proper address
You can mail or deliver your annual report in person to:
Secretary of the Commonwealth
One Ashburton Place, Room 1717
Boston, MA 02108-1512
Once filed, it should take one day for the Secretary of the Commonwealth to process your annual report. Once processed, you’ll be able to search the UCC database for your filing. You can also contact the Secretary of the Commonwealth directly to confirm it’s been received and processed.
If your business doesn’t appear in the UCC database, your annual report may not yet be processed, or it may have been rejected. If it has been rejected, you can refile with no additional charges.
Once your annual report has been processed and is registered in the system, you are finished with your annual report until the following year.
How to file a Massachusetts annual report with LegalZoom
The process for filing an annual report with Massachusetts can be complicated and convoluted. There are a variety of different steps and sets of information, depending on which type of business entity you operate.
LegalZoom can help simplify the annual report process for you. With just a bit of information, we can file your annual report for you. You don’t have to worry about paperwork or deadlines, and we make sure everything is filled out properly.
Our process has three simple steps:
- Tell us about your business
- We’ll create and file your annual report
- You receive confirmation when the report has been filed
For a small cost, you get the peace of mind that your report is accurate and submitted on time.
How much does it cost to file an annual report in Massachusetts?
The cost to file your annual report depends on the type of business you have and whether you file online or with paper forms.
If you’re filing online, your costs will be:
- LLC: $500, plus an optional $20 expedited fee
- Corporation: $100, plus an optional $10 expedited fee
- Nonprofit: $15, plus an optional $3.50 expedited fee
- LP: $450, plus an optional $15 expedited fee
- LLP: Cannot be submitted online
If you’re filing with paper forms, your costs will be:
- LLC: $500
- Corporation: $125
- Nonprofit: $15
- LP: $500
- LLP: $500
When is the deadline to submit a Massachusetts annual report?
The due date for your Massachusetts annual report varies depending on your business’s entity type.
Due dates for different entities are:
- LLC: Anniversary of founding
- Corporation: 2.5 months after the fiscal year ends
- Nonprofit: Nov. 1
- LP: Anniversary of founding
- LLP: Last day of February
If you don’t remember when your LLC or LP was founded, you can look that information up in the Massachusetts Business Database.
What are the penalties for not filing an annual report in Massachusetts?
Only corporations receive a late fee for not submitting an annual report on time. A corporation is fined $25 for not filing an annual report on time.
If your business goes two years without filing an annual report, the business will be administratively dissolved. It will no longer be able to operate in Massachusetts in good standing.
Do all business entities need to file an annual report in Massachusetts?
Yes. In Massachusetts, all business entities are required to file an annual report each year. Businesses that fail to do so for two years in a row will be dissolved.
FAQs
Can you submit an annual report early?
Yes, as long as it’s before the due date, you can submit your annual report early in Massachusetts.
Do I need to pay a franchise tax in Massachusetts?
Corporations in Massachusetts must pay a corporate tax, which includes a franchise tax.
Can you file an annual report by mail?
Yes, you can file your Massachusetts annual report by mail.
Do nonprofits need to file an annual report in Massachusetts?
Yes, nonprofits must file an annual report in Massachusetts. Nonprofits pay a lower fee to file their annual report than other business entities.