Register your business in Massachusetts

LLCs and corporations file with the Corporations Division⁶ of the Secretary of the Commonwealth⁹. A sole proprietorship in your own name has no formation filing. A general partnership does not file there either. A name other than the legal name is a business certificate at city or town hall.

What’s different in Massachusetts

• An LLC is expensive to open and expensive to keep. The certificate is $500. The annual report is $500¹, due on or before the anniversary of the original certificate of organization⁶.
• A corporation is cheaper to form, and it files on the fiscal year. Articles start at 275 dollars minimum for up to 275,000 shares⁷. The report is due within two and one half months after the fiscal year ends¹⁴.
• The LLC agent is called a resident agent. A corporation’s agent is a registered agent. You can serve yourself if you qualify. The office is a street address in Massachusetts⁶.
• A DBA is a city or town filing, not a state filing. The certificate is not a license. It lasts four years, and then it is renewed every four years¹¹.
• Fax and electronic filings add an expedite fee. The amount follows the subtotal. Paper filings on the fee page do not show that add-on.

Do this

1. Pick your structure. LLC, corporation, nonprofit, partnership, or sole proprietorship. Pick an entity compares them. A sole proprietor in your own name, or a general partnership, can skip the formation filing and go to step 6.
2. Check the name in the business entity search. An LLC name must contain limited liability company or limited company, or L.L.C., L.C., LLC, or LC, and it cannot be the same as, or deceptively similar to, the name of a corporation, limited partnership, or LLC already reserved, organized, or registered in Massachusetts, unless that company consents in a writing already filed with the secretary². A corporation name must contain corporation, incorporated, company, or limited, or corp., inc., or ltd., or the same idea in another language¹⁵. Search the web and the federal trademark database too.
3. Reserve the name only if you are not ready to file. For an LLC it is $30 and it lasts 60 days, and the secretary may extend it for another 60 days¹⁶. For any corporation type it is $30⁷ and it lasts 60 days, and the secretary extends it for another 60 days on a written request made within the first 60⁴.
4. Choose the agent. For an LLC, the resident agent is an individual who lives in Massachusetts, a Massachusetts corporation, or a foreign corporation authorized to do business here³. For a corporation, the registered agent is an individual, including an officer of the corporation, a Massachusetts business or nonprofit corporation, or a foreign business or nonprofit corporation qualified here, and that person's business office is the registered office¹⁷. The records office is a street address in Massachusetts. Changing an LLC’s agent later is 25 dollars on paper or by fax, and no fee online⁶. Changing a corporation’s agent is 25 dollars on paper or by fax, and no fee online⁷.
5. File with the Corporations Division. You can file online, by fax, in person, or by mail⁸. The fee depends on the structure, below. The Corporations Division pages linked here do not state how many days a routine filing takes.* Ask the office when you file.
6. File a business certificate if the name on the door is not the legal name. Details are below. The clerk, not the Secretary, takes that paper.
7. Calendar the first yearly filing. An LLC’s first report is due on or before the anniversary of the original certificate of organization⁶. A corporation’s first report is within two and one half months after the fiscal year ends¹⁴. Selling taxable goods means a tax account before you collect: Get your tax IDs.

By structure

LLC

File a Certificate of Organization⁹. The statute sets that filing at $500. The company is formed when the certificate is filed, or on a later date the certificate names¹.

The annual report is $500¹, due on or before the anniversary of the original certificate of organization. An amendment is $100⁶.

The secretary may start dissolution after 2 consecutive years of missed annual reports. Notice comes first. If the company does not fix the problem within 90 days, it is dissolved. After that, it still exists, but it may only carry on business needed to wind up and liquidate¹⁸. Reinstatement is at any time, after every owed annual report is filed. The application is $100⁶.

A professional service is not the ordinary certificate. A professional service has to be named, the people who will render it have to be listed, and the regulating board's certificate has to come with the filing⁶. If you are not sure the work is a professional service, check with a legal professional.

Corporation

File Articles of Organization⁸. The fee is 275 dollars minimum for up to 275,000 shares, and then 100 dollars for each additional 100,000 shares⁷. The name must contain corporation, incorporated, company, or limited, or corp., inc., or ltd., or the same idea in another language¹⁵.

The annual report is 125 dollars, 150 dollars if late, and 100 dollars if filed electronically, due within two and one half months after the fiscal year ends¹⁴. Fax and electronic filings also pay the fee page’s expedited service fee, set by the subtotal: for example, 10 dollars when the fax or electronic subtotal is from 85 dollars to 149.99 dollars, 20 dollars when the fax or electronic subtotal is 500 dollars, and 4.5 percent of a fax or electronic subtotal over 500 dollars⁷. Check the total on the payment screen.

Missed reports or missed corporate tax filings can end the corporation. The grounds are 2 or more consecutive years of missed reports, or of missed chapter 62C or chapter 63 tax returns or payments¹⁹. The secretary dissolves it if the company does not fix the problem within 90²⁰ days. Reinstatement after an administrative dissolution is $100⁷ on the fee page.

S corporation status is a federal election. Massachusetts tax on that election is on Get your tax IDs. This page does not pick it.

Nonprofit

File articles for $35. The annual report is $15⁷, and the starting-a-corporation page says it is due November 1⁸. Past formation, the rest of this series is written for for-profit businesses.

Partnership

A general partnership does not register with the Secretary of the Commonwealth. A limited partnership certificate is $200. A limited liability partnership certificate is $500. A foreign limited partnership is $200²¹.

A limited partnership’s annual report is 500 dollars, or 450 dollars if filed electronically. A limited liability partnership’s annual report is $500⁷. The partnership page says a registered partnership files an annual report and a general partnership does not. Use the fee row for the kind of partnership you have.

Sole proprietorship

A sole proprietorship in your own name, with no employees, does not register with the Secretary of the Commonwealth²². A name other than your own is the business certificate below. Sales tax and any license the work needs still apply.

Business names

File a business certificate when the name you use is not the legal name. It is not a business license. It is a public record of the owner's name and address. You file with the clerk of the city or town where the business is located¹⁰. It lasts four years, and then it is renewed every four years¹¹.

The statute that requires the certificate covers any person conducting business under a title other than that person's real name, alone or as a partnership¹¹. The clerk-fee statute says $1, the default only. A city or town can set its own fee by bylaw or ordinance¹². Each city and town has its own process for filing, usually through the clerk's office¹⁰, and the statewide page does not print a fee. The certificate statute is the rule for any title other than the real name. The sole-proprietor page says John Smith Designs does not need a certificate, and Creative Design Services does²². That example is narrower than the certificate statute. Check the clerk before you skip the filing.

Skipping it can mean a fine of not more than 300 dollars for each month the violation continues¹¹.

Formed in another state

A foreign LLC’s application is due 10 days after it starts doing business in Massachusetts. The fee is $500, and each later annual report is the same amount. Bring a certificate of legal existence, or a comparable certificate, from the home state⁵. A foreign corporation’s filing fee on the starting-a-corporation page is $400⁸. You still need a Massachusetts agent. Forming in another state covers the tradeoffs.

A business created in the United States is exempt. A business created outside the United States files a report after the Massachusetts filing.⁹

What you get back

A filed certificate or articles you can use for an EIN and a bank. If an LLC is later dissolved for missed reports, reinstatement is at any time, after every owed annual report is filed, with the $100⁶ application.