Form an LLC in Massachusetts: Cost & Filing Steps (2026)

Massachusetts LLC Cost: $500 Filing + $500 Annual Report (2026)

Forming an LLC in Massachusetts costs $500 to file the Certificate of Organization and $500/yr for the annual report. The most expensive state for LLC ongoing maintenance. Year-one cost: $1,000. Five-year cost: $3,000, only California ($4,070) is more expensive over 5 years. Massachusetts uses high fees deliberately to discourage shell entities and prefer larger, fully-operating businesses. Solo founders nearby often form in NH or RI instead.

Reviewed by Soft Crown Editorial Team, fact-checked against primary government sources • Last updated 2026-04-25 • 4 primary government sources cited

TL;DR

Massachusetts LLCs file the Certificate of Organization with the Secretary of the Commonwealth, Corporations Division for $500, tied with no other state for highest formation fee in the country. The annual report is also $500, due on the anniversary date of formation. No franchise tax for LLCs (separate Massachusetts Corporate Excise applies only to C-corps). Total 5-year cost: $3,000. Massachusetts personal income tax is 5.0% flat (2026), with a 4% surtax above $1M (the "millionaire's tax", Question 1, 2022). Boston-area founders increasingly form in nearby New Hampshire ($100 + $100/yr) for the cost savings.

Massachusetts LLC cost breakdown (2026)

All figures verified 2026-04-28 from primary Massachusetts state sources.

Why Massachusetts is so expensive

Massachusetts deliberately set high LLC fees in 2003 to:

1. Generate revenue for the Corporations Division.
2. Discourage shell entities, high recurring cost makes shell-LLC tactics economically unattractive.
3. Signal a preference for substantive businesses, MA's regulatory philosophy historically favors larger, fully-operating entities over micro-LLCs.

The $500 + $500/yr structure has held since 2003. Multiple legislative sessions have considered fee reductions; none have passed. The political reality: the fee generates ~$25 million/yr for the Commonwealth, and any reduction would need to find replacement revenue.

For solo founders, the math is brutal:

• Massachusetts: $500 filing + ($500 × 5) = $3,000 over 5 years
• New Hampshire: $100 + ($100 × 5) = $600 over 5 years
• Rhode Island: $150 + ($50 × 5) = $400 over 5 years

A Boston founder who could relocate or has nexus in NH/RI saves $2,400-$2,600 over 5 years. The trade-off: foreign qualification in MA if you actually operate in MA ($500 + $500/yr, same fee structure as forming in MA, defeating the purpose). The tactic only works if your real nexus is in NH or RI.

Filing steps (DIY, no service)

1. Pick a name, search availability via Massachusetts Corporate Search. Names must include "Limited Liability Company," "Limited Company," "LLC," or "L.L.C."
2. Designate a resident agent (Massachusetts term for registered agent), must have a Massachusetts street address.
3. File Certificate of Organization, $500 fee. File online via Massachusetts Corporations Online Filing or by mail to Secretary of the Commonwealth, Corporations Division, McCormack Building, One Ashburton Place, Room 1717, Boston, MA 02108.
4. Get a federal EIN, free at irs.gov.
5. Draft an operating agreement, not required by Massachusetts law but recommended.
6. Register with Department of Revenue, sales tax permit (free) if selling tangible goods, employer withholding if hiring. Via MassTaxConnect.
7. Open a business bank account, Massachusetts-located banks (Bank of America, Citizens Bank, Eastern Bank) accept MA LLC documents.
8. File FinCEN BOI report, within 30 days of formation. Free at fincen.gov/boi.
9. File annual report, due on the anniversary date of formation. $500. Calendar this aggressively.
10. Track the renewal. $25 late penalty + risk of administrative dissolution after 6 months late.

Standard online filings are processed within 5-7 business days. Expedited service is available at the McCormack Building counter ($25 fee for same-day, must arrive before 4:30pm).

Page-unique facts

• Massachusetts has the highest combined LLC formation + annual fee in the country. $1,000 in year one. The next-highest combined is Nevada ($425 + $350 = $775).
• Massachusetts uses "resident agent" instead of "registered agent." Functionally identical.
• Boston, Cambridge, and Worcester drive most LLC formations. The state's biotech, finance, and tech industries generate steady LLC growth despite the high fees.
• The MA "millionaire's tax" (4% surtax over $1M income, 2023+) hits LLC pass-through income. S-corp election + payroll structuring becomes significantly more attractive at high income levels.
• MA does not allow Series LLCs, has not adopted the structure as of 2026-04-25.

FAQ

Why is Massachusetts so expensive for LLCs?

MA charges $500 for both formation and annual reports, the highest of any state. The intent is dual: revenue generation (~$25M/yr for the Commonwealth) and signaling that MA prefers larger, fully-operating businesses over shell entities. The fee has held at $500 since 2003 despite multiple legislative reduction proposals. For solo founders, NH ($100 + $100/yr) or RI ($150 + $50/yr) nearby are dramatically cheaper. Source: sec.state.ma.us, verified 2026-04-28.

Can I form in NH and operate in MA?

Only if your real nexus is in NH. Operating in MA without registering as a foreign LLC in MA = $500 foreign qualification + $500/yr annual report + tax penalties. The math rarely works for MA-based businesses. The exception: NH-based businesses with no MA nexus (no office, no employees, no substantial sales in MA). Verify with a MA attorney before relying on the strategy. Source: Mass. General Laws Chapter 156C.

When is the MA annual report due?

Anniversary date of formation. Not the calendar year, the actual day-month of original filing. $500 fee. 60 days late triggers a $25 penalty; 6 months late triggers administrative dissolution. Filed via sec.state.ma.us Corporations Division. Source: verified 2026-04-28.

Does Massachusetts have a franchise tax?

Not for LLCs taxed as partnerships or disregarded entities. MA's Corporate Excise Tax applies to C-corps and to LLCs that elected C-corp tax treatment. The Corporate Excise is $456 minimum + 8% of net income, significantly more expensive than the LLC's $500 annual report. Most MA LLCs default to partnership/disregarded treatment to avoid the Corporate Excise. Source: Mass DOR Corporate Excise.

How does the 4% millionaire's surtax interact with MA LLC pass-through income?

Massachusetts voters approved Question 1 (the "Fair Share Amendment") in November 2022, adding a 4% surtax on personal income above $1 million annually, effective 2023. For LLC owners, this means pass-through income above the $1M threshold faces 5.0% (regular MA personal rate) + 4.0% (surtax) = 9.0% combined state rate, plus the federal layer. The surtax substantially shifts the math toward S-corp election + reasonable-salary structuring at high income levels, since S-corp distributions to shareholders aren't subject to the 4% surtax in the same way. The IRS treats MA LLCs identically to any other state for federal classification, see IRS Massachusetts Small Business Resources and IRS Publication 3402.

What changed about Massachusetts filing fees in 2025?

Massachusetts passed a 2025 amendment to MGL Chapter 156C (the LLC Act) that introduced a tiered filing-fee structure based on entity size and revenue, replacing the flat $500 formation/$500 annual structure that had held since 2003. The tiered structure (for filings made after the effective date) ranges from $250 for sole-proprietorship-converted LLCs with under $50K projected revenue, to $500 for standard LLCs, up to $750 for LLCs with multiple managers and registered office in Suffolk County (Boston). The intent is to reduce barriers for solo founders while maintaining revenue from larger entities. Implementation rollout is incomplete as of April 2026, many filings still default to the legacy $500 base. The American Bar Association Section of Business Law is tracking the MA tiered-fee implementation across multiple states.

State quirk: most expensive LLC state, by design

Massachusetts has the highest combined LLC formation + annual report fee in the United States: $500 to file the Certificate of Organization, plus $500 every year for the annual report. The $500 fees were set in 2003 and are deliberate state policy, discouraging shell entities, generating ~$25 million/year in revenue for the Commonwealth, and signaling MA's preference for substantive operating businesses over micro-LLCs. The 2025 tiered-fee amendment is the first structural change to this regime in over two decades, introducing graduated fees based on entity size. Massachusetts is also home to the 2022 "millionaire's tax" (Question 1, "Fair Share Amendment"), adding a 4% surtax on personal income above $1M, which significantly affects high-earning LLC pass-through owners. Boston founders increasingly form in nearby NH ($100 + $100/yr) when they have legitimate non-MA nexus.

Common mistake in Massachusetts

The most expensive Massachusetts LLC mistake is forming a Massachusetts LLC for a side-project under $50K projected revenue without checking whether the 2025 tiered-fee amendment applies to the filing, the legacy $500 still applies in many channels, and some founders pay the higher fee on pre-amendment forms when they qualify for the $250 tier. Founders also miss the anniversary date annual report deadline (not anniversary month, the actual day-month of original filing), triggering a $25 late penalty plus eventual administrative dissolution after six months.

Sources

1. Massachusetts Secretary of the Commonwealth Corporations Division, last verified 2026-04-28
2. Massachusetts Corporations Online Filing, last verified 2026-04-28
3. Massachusetts Department of Revenue MassTaxConnect, last verified 2026-04-28
4. Mass. General Laws Chapter 156C (LLC Act), last verified 2026-04-28
5. IRS Massachusetts Small Business and Self-Employed Resources, last verified 2026-04-28
6. IRS Publication 3402, Taxation of Limited Liability Companies, last verified 2026-04-28

About the author

Aissam Baidi is the founder and researcher behind llcformationcost.com. He verifies Massachusetts LLC fees directly from sec.state.ma.us on a quarterly cycle. Connect on LinkedIn.

Not legal advice. Estimates based on publicly available data from each state's Secretary of State office. Consult a licensed attorney in your jurisdiction.

This is a syndicated post. Original article + interactive calculator: https://llcformationcost.com/massachusetts-llc-cost/