How to file a Massachusetts annual report

Filing your Massachusetts annual report is a straightforward process that can be completed using the state's online portal. The key is staying on top of your filing schedule to maintain good standing with your business.

Missing deadlines creates a cascade of problems, especially when managing multiple companies across different states. Each missed filing means fees, potential business dissolution, and time-consuming reinstatement processes.

Who needs to file a Massachusetts annual report?

Nearly all Massachusetts business entities must file an annual report with the Secretary of the Commonwealth, including all domestic and foreign corporations, LLCs, LPs, LLPs, and nonprofits. Sole proprietorships are typically the only entity exempt from filing. 

All covered entities must file annually, regardless of business size or income.

Maintaining good standing in Massachusetts

You do not need a Certificate of Good Standing to file an annual report in Massachusetts. However, filing your annual report and paying all required fees are necessary to maintain your entity's good standing with the Secretary of the Commonwealth. 

If your business is not in good standing (for instance, due to missed filings or unpaid fees), you may need to resolve those issues before certain filings. Additionally, you may need to obtain a Certificate of Good Standing for other purposes, such as expanding to another state or securing financing.

Who can file the report?

Who may sign and file depends on entity type:

• LLC reports: Authorized persons may sign and file
• LP reports: Must be signed by at least one general partner
• Nonprofit annual reports: Must be signed by an officer (under penalties of perjury)
• Corporation reports: Must be signed by an authorized officer

Filing options

Massachusetts offers two filing options:

1. Online through the state portal: This provides faster processing (typically 1-2 business days), immediate confirmation, and requires credit card payment only.
2. Mail-in filing: Processing times vary based on current workload; payment by check or money order.
3. Fax filing: Fax filings are also accepted for many entity types and are processed within 1-2 business days.

Automated compliance platforms work best if you manage multiple entities across different states. These systems pre-fill your data, eliminating manual errors, while providing deadline reminders and real-time filing updates.

Massachusetts annual report due dates and deadlines

The due date for your Massachusetts annual report depends on your business type: 

• LLCs: On or before the anniversary date of the original filing
• LPs: On or before the anniversary date of the certificate of limited partnership or foreign qualification registration
• Business corporations (domestic and foreign): Within 2.5 months after the close of the fiscal year
• Nonprofit corporations: On or before November 1 each year
• LLPs: On or before the last day of February each year

Missing these dates can trigger late fees or eventual administrative penalties.

Filing fees by entity type

Understanding Massachusetts annual report costs and payment methods helps with accurate budgeting and selecting the optimal filing approach.

Required information for filing a Massachusetts annual report

Before tackling your Massachusetts annual report, gather these items to zip through the process:

• Massachusetts entity ID number (on your Certificate of Organization or previous filings)
• Complete registered agent information, including name and Massachusetts address
• Principal business address (no P.O. Boxes for nonprofit principal office or officer/director addresses)
• Current officers, directors, or members with full names and addresses
• Payment method details (credit card for online filing; check or money order for mail/fax)
• Customer ID Number (CID) and PIN for the Massachusetts Corporations Online Filing System

Make sure the officer and director information exactly matches your corporate records. Mismatches can get your filing rejected, requiring you to correct and resubmit the form. 

DBA/business certificates are separate from the Corporations Division annual reports and are generally handled at the city/town level.

Consequences of not filing a Massachusetts annual report

Administrative dissolution strips your company of legal standing and operating rights. Here are the risks of not filing your annual report:

• Late fees: Corporations face a $25 late fee (total filing fee becomes $150 if not filed timely); LLCs, LPs, LLPs, and nonprofits do not have a monetary late fee but still face other consequences
• Loss of good standing: Any entity that fails to file on time loses "good standing" status
• Escalating penalties: After six months past due, corporations may face delinquency fees of up to $10 per day for 15 days, followed by a max of $200 per day
• Administrative dissolution: Entities that fail to file for two consecutive years face dissolution, losing legal status and operating rights until reinstated

After dissolution, the entity is generally limited to winding up activities. If you continue operating after dissolution, consult legal counsel regarding potential consequences. Getting reinstated requires extra paperwork, higher fees, and weeks of waiting.

FAQs about Massachusetts annual reports

Can you submit a Massachusetts annual report early?

Yes, you can submit your annual report before the due date. Early filing is allowed any time before your entity’s specific deadline.

Do nonprofits need to file an annual report in Massachusetts?

Yes, all nonprofits registered in Massachusetts are required to file an annual report each year, in addition to any filings required by the Attorney General (Form PC).

Do I need to pay a franchise tax in Massachusetts?

Yes, corporations in Massachusetts must pay a corporate tax, which includes a franchise tax, in addition to filing the annual report.

Are original signatures required on Massachusetts annual reports?

No, Massachusetts allows annual reports to be filed with electronic signatures and photocopies of documents; original ink signatures are not required.

Discern automates your Massachusetts annual report

Managing annual reports across multiple states creates unnecessary complexity, especially when each state has different deadlines, fees, and filing requirements. For Massachusetts entities, the combination of high fees and entity-specific due dates demands careful tracking.

Discern's platform automates compliance management across all jurisdictions, providing deadline alerts, centralized filing tracking, and registered agent services. We'll notify you when Massachusetts filings are due and provide guidance and links to complete them. 

Ready to simplify your multi-state compliance? Book a demo to see how Discern can help.