When Are Massachusetts Annual Reports Due: Fees, Filing, and Penalties

The Massachusetts annual report due date depends on what kind of entity you run: profit corporations must file within two and a half months after their fiscal year ends, LLCs file by the anniversary of their formation date, and non-profit corporations file by November 1 each year.¹ All three go to the Secretary of the Commonwealth’s Corporations Division, and missing the date costs money and eventually puts the entity itself at risk.

Deadlines by Entity Type

Profit Corporations

Every domestic corporation, and every foreign corporation authorized to do business in Massachusetts, must file within two and a half months after its fiscal year ends.¹ If you run on the calendar year, your deadline is March 15. If your fiscal year closes June 30, you file by September 15.

For paper filings, the report must arrive at the Secretary’s office by the deadline. A postmark on the due date is not enough.

Limited Liability Companies

An LLC files on or before the anniversary of the date its original certificate of organization was filed with the Corporations Division.² Form your LLC on August 10, and your report is due every August 10 going forward. Foreign LLCs registered in Massachusetts follow the same rule, measured from the date they registered.

Non-Profit Corporations

Massachusetts non-profit corporations file by November 1 every year.³ The date is fixed and does not shift based on formation date or fiscal year.

What It Costs to File

Fees vary sharply by entity type, so verify the right amount before you submit. Paying the wrong fee is one of the most common reasons filings get rejected.

Profit corporations (domestic and foreign): $125 by mail or in person, or $100 filed electronically. Late filings cost $150 by mail, or $125 electronically.⁴
LLCs (domestic, foreign, and professional): $500, whether online or by mail.⁴
Non-profit corporations: $15.⁴

What the Report Asks For

Every annual report asks for the registered agent’s name and address. Beyond that, the specific fields depend on your entity type.

Profit corporations: names and addresses of all officers and directors, principal office address, fiscal year end date, and a brief description of business activities in Massachusetts. At least one officer must be listed, and the board of directors section must be completed.⁵
LLCs: names and addresses of all managers, the principal office address, and the names of anyone authorized to sign documents on behalf of the company.²
Non-profit corporations: names and addresses of officers and directors, the principal office address, and a description of the organization’s purpose.

If anything has changed since your last filing (a new office address, a new manager, a different registered agent) the annual report is where you update it. The Corporations Division will reject filings with missing fields, unsigned forms, or information that conflicts with its existing records.

How to File

Online

The fastest route is the Corporations Division’s online portal on the Secretary of the Commonwealth’s website.⁶ The system walks through each field, takes payment at the end, and returns an immediate confirmation. For corporations, filing online also drops the fee from $125 to $100.⁴

By Mail

Print the completed form, include a check payable to the Commonwealth of Massachusetts for the correct amount, and send it to:

Corporations Division
One Ashburton Place, 17th Floor
Boston, MA 02108

Paper filings take several days to two weeks to process. Because the filing must arrive by the deadline, not just be postmarked, give yourself extra time if you’re close to the date. After mailing, check the Secretary’s online database to confirm your entity’s status has been updated.

If You Miss the Deadline

For profit corporations, the fee goes up by $25: from $125 to $150 by mail, or from $100 to $125 electronically.⁴ The fee schedule does not list a separate late penalty for LLCs, but an LLC that keeps skipping the deadline risks having its certificate of organization revoked.

Repeated non-filing leads to a worse outcome. The Secretary of the Commonwealth can begin administrative dissolution proceedings against a corporation that has failed to file annual reports for two or more consecutive years, and the same applies to a corporation that has failed to file tax returns or pay state taxes for two or more consecutive years.⁷ The Secretary sends written notice to the registered agent, and the corporation has 90 days to fix the problem or show that the grounds don’t exist before the dissolution goes through.⁸

A dissolved corporation cannot carry on business as if it were in good standing. Only reinstatement allows it to “resume carrying on its business as if the administrative dissolution had never occurred.”⁹ In the meantime, the entity can struggle to enforce contracts, file lawsuits, or obtain financing, and may lose protection of its business name.

Getting Reinstated

A dissolved corporation can apply for reinstatement at any time.⁹ The application has to show the grounds for dissolution have been eliminated and must include a certificate from the Department of Revenue confirming all corporate excise taxes and related penalties are paid. The corporation also has to file every past-due annual report, up to ten years’ worth.¹⁰

The reinstatement filing fee itself is $100 for both corporations and LLCs.⁴ The total bill climbs fast once you add every missed annual report plus any back taxes and penalties. An LLC that missed five years of filings would owe $2,500 in past-due reports on top of the $100 reinstatement fee. Once reinstatement is granted, it relates back to the date of dissolution, and the corporation is treated as though it was never dissolved.

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. Limited Liability Company Information
3
Secretary of the Commonwealth of Massachusetts. Non-Profit Corporation Forms
4
Secretary of the Commonwealth of Massachusetts. Corporations Division Filing Fees
5
Secretary of the Commonwealth of Massachusetts. Domestic Corporation Forms
6
Secretary of the Commonwealth of Massachusetts. Corporations Division
7
General Court of Massachusetts. Massachusetts General Laws Chapter 156D, Section 14.20 – Grounds for Administrative Dissolution
8
General Court of Massachusetts. Massachusetts General Laws Chapter 156D, Section 14.21 – Procedure for and Effect of Administrative Dissolution
9
General Court of Massachusetts. Massachusetts General Laws Chapter 156D, Section 14.22 – Reinstatement Following Administrative Dissolution
10
Legal Information Institute. 950 CMR 113.47 – Reinstatement Following Administrative Dissolution