How to File a Massachusetts Annual Report Online or by Mail

Every business registered in Massachusetts must complete a Massachusetts annual report filing with the Secretary of the Commonwealth’s Corporations Division. Your deadline and fee depend on your entity type: corporations file within two and a half months after fiscal year end for $100 online, LLCs file by the anniversary of formation for $500, and nonprofits file by November 1 for $15. Miss the deadline and you face late fees, daily penalties, and eventually administrative dissolution.

Deadlines and Fees by Entity Type

Corporations

Every domestic corporation and every foreign corporation authorized to do business in Massachusetts must file an annual report within two and a half months after the close of its fiscal year.¹ A December 31 fiscal year means the report is due by March 15. A June 30 fiscal year means September 15.

The filing fee is $100 electronically and $125 on paper. Filing late costs $150 flat, whether you eventually submit online or by mail.²

Limited Liability Companies

An LLC files on or before the anniversary of the date its original certificate of organization was filed with the state.³ If you formed on August 10, your report is due every August 10. The fee is $500, online or on paper.²

Nonprofit Corporations

Nonprofits organized under Massachusetts law have a fixed calendar deadline: November 1 each year.⁴ The fee is $15.² If your nonprofit is a registered charity, you also have separate filing obligations with the Attorney General’s Office. That is a different process from the Corporations Division annual report.

Information You Need Before You Start

Gather everything before you open the form. Entering data piecemeal leads to rejected filings.

For a Corporation

A corporation’s annual report must include the names and addresses of all current officers and directors, including president, treasurer, and secretary.¹ You also report the total number of authorized shares and their par value if applicable, your Federal Employer Identification Number, and the street address of your principal office where business records are kept.

You must identify your registered agent and their current office address. The registered agent accepts legal documents on your business’s behalf, so if it has changed since your last filing, update it now. Outdated information means the state and courts may not be able to reach your business. Street addresses are required for officers and the registered agent. P.O. boxes are not accepted for these fields.

For an LLC

An LLC annual report contains essentially the same information as the original certificate of organization, updated with any changes.³ Have ready the LLC’s legal name, its Federal Employer Identification Number, the names and business addresses of all managers (if any), and the name and business address of anyone authorized to file documents with the Corporations Division. At least one authorized person must be listed if the LLC has no managers. You also need the registered agent’s name and business address and the street address of the LLC’s principal office in the Commonwealth.

How to File Online

Log in to the Corporations Division’s online filing system using your pre-assigned Customer ID Number (CID) and PIN.⁵ Select the annual report for your entity type, review the pre-populated information, make any updates, and submit. Pay by credit card (Visa, MasterCard, or American Express) or e-check.⁶ You’ll get a confirmation receipt immediately after payment processes.

Don’t have your CID, or can’t find it? Contact the Corporations Division at 1-800-392-6090 or cis@sec.state.ma.us.⁵ Don’t leave this to the day the report is due. Credential issues are the most common reason people miss an otherwise simple deadline.

How to File by Mail

Download the paper form for your entity type from the Secretary of the Commonwealth’s website and fill it out completely. Mail it with a check or money order payable to the Commonwealth of Massachusetts to:

Secretary of the Commonwealth
Corporations Division
One Ashburton Place, 17th Floor
Boston, MA 02108

Submissions missing the correct payment or required signatures come back unprocessed. Paper filings take several business days to appear in the state’s database after the Corporations Division receives them. For corporations, paper filing costs $125 versus $100 online.

Confirming Your Filing Went Through

After filing, search the Secretary of the Commonwealth’s online entity database. Your entity should show as “Active” or “Good Standing,” along with the filing date of the most recent annual report. Do this even if you filed online and received a confirmation. Occasional processing errors happen, and catching them early is far easier than untangling a dissolved entity months later.

What Happens If You File Late

Massachusetts doesn’t just charge a late fee and move on. Extended noncompliance leads to administrative dissolution.

Corporations

A corporation that misses its deadline pays an immediate $25 late fee, bringing the total to $150.² If the report remains unfiled six months after the deadline, the Secretary of the Commonwealth may send a notice of default by mail. Thirty days after that notice, daily penalties begin, starting at $5 to $10 per day for the first 15 days, then $10 to $200 per day after that.⁷ Those daily penalties can reach thousands of dollars before the state moves toward administrative dissolution.

LLCs

An LLC that fails to file annual reports for two consecutive years gives the Secretary of the Commonwealth grounds to begin dissolution proceedings.⁸ The state sends written notice to the LLC’s registered office address. If the LLC doesn’t correct the problem within 90 days, the Secretary administratively dissolves it. A dissolved LLC can continue operating only to wind down its affairs. It cannot take on new business, enter contracts, or maintain its legal protections.

What Losing Good Standing Actually Costs

Even before formal dissolution, falling out of good standing creates real problems. Banks may freeze business accounts or refuse loan applications. Counterparties may walk away from deals after checking your entity status. In litigation, a corporation or LLC that isn’t in good standing may be unable to defend itself in Massachusetts courts. These consequences usually surface in the middle of a transaction or dispute, when your status gets checked as routine due diligence.

How to Reinstate a Dissolved Business

If your business has already been administratively dissolved, you can apply for reinstatement. You’ll need to clean up every missed filing and settle any outstanding tax obligations first.

Corporation Reinstatement

A corporation dissolved administratively may apply for reinstatement at any time. There is no statutory deadline.⁹ The application must include the corporation’s name, the date of dissolution, a statement that the grounds for dissolution no longer exist, and a certificate from the Department of Revenue confirming that all corporate excise taxes and related penalties have been paid. The reinstatement fee is $100.²

You’ll also need to file every missed annual report before the state processes the reinstatement. Several years of dissolution means several years of filing fees on top of the $100 reinstatement fee. Getting the tax clearance certificate from the Department of Revenue through MassTaxConnect can take additional time, so budget at least a few weeks for the full process.¹⁰

Once approved, reinstatement relates back to the date of dissolution. Legally it’s treated as though the dissolution never happened, and contracts, actions by officers and directors, and other business conducted during the dissolution period are ratified.⁹

LLC Reinstatement

LLCs follow a similar process under Chapter 156C, Section 71. The application requires the LLC’s name, registered agent information, effective date of dissolution, and a statement that the grounds for dissolution have been eliminated. The filing fee is $100.² As with corporations, the LLC must file all overdue annual reports. At $500 each, the back-filing costs add up fast. An LLC dissolved for three years would owe $1,500 in missed report fees plus the $100 reinstatement fee, before any outstanding tax obligations.

1
General Court of Massachusetts. Massachusetts General Laws Chapter 156D Section 16.22 – Annual Report for Secretary of State
2
Secretary of the Commonwealth of Massachusetts. Corporations Division Filing Fees
3
Secretary of the Commonwealth of Massachusetts. Limited Liability Company Information
4
Secretary of the Commonwealth of Massachusetts. Non-Profit Corporation Forms
5
Secretary of the Commonwealth of Massachusetts. Corporations Division – Online Filing Help
6
Secretary of the Commonwealth of Massachusetts. Credit Card and E-check Processing Instructions
7
General Court of Massachusetts. Massachusetts General Laws Chapter 156B Section 112 – Annual Report; Failure or Refusal to File; Penalties
8
General Court of Massachusetts. Massachusetts General Laws Chapter 156C Section 70 – Administrative Dissolution; Notice; Wind Up and Liquidation of Affairs
9
General Court of Massachusetts. Massachusetts General Laws Chapter 156D Section 14.22 – Reinstatement Following Administrative Dissolution
10
Mass.gov. AP 613 – Requesting a Certificate of Good Standing and/or Tax Compliance