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How do I form an LLC in Massachusetts?

Federal & State Law Editorial TeamLast reviewed: 2026-04-30

Massachusetts LLCs are governed by Mass. Gen. Laws Chapter 156C (the Massachusetts Limited Liability Company Act).

1. Filing Fee and Processing Time — High Cost

  • Certificate of Organization: $500 filing fee with the Massachusetts Secretary of the Commonwealth, Corporations Division — among the highest LLC filing fees in the United States.
  • Processing: Same-day for online filings; 5-7 business days by mail. Expedited service for fax filings (typically same-day).

    • 2. Name Reservation

  • Optional. 60-day reservation for $30. Name must include "Limited Liability Company," "Limited Company," "LLC," "L.L.C.," "LC," or "L.C." (Mass. Gen. Laws c.156C, § 3).

    • 3. Resident Agent

  • Required under Mass. Gen. Laws c.156C, § 12.
  • Must be a Massachusetts resident individual OR an entity authorized to do business in MA, with an MA street address.

    • 4. Operating Agreement

  • Permitted but not required (Mass. Gen. Laws c.156C, § 8). Not filed with the state.
  • Recommended for multi-member LLCs.

    • 5. Annual Report — Also $500

  • Required. Due on or before the anniversary date of formation each year.
  • Filing fee: $500 (or $520 if filed by mail).
  • Failure to file results in administrative dissolution after a delinquency period.

    • 6. State Taxes

  • Massachusetts has a flat 5.0% individual income tax (with a 4% surtax on income over ~$1M — the "Millionaires' Tax" effective 2023) on pass-through LLC income.
  • LLCs taxed as C-corps pay the 8.0% corporate excise tax plus a $2.60 per $1,000 of net worth property measure (minimum $456).
  • Sales tax (6.25%) registration if selling taxable goods.

    • 7. Federal EIN

  • Required for multi-member LLCs and any LLC with employees.

    • 8. Professional LLCs

  • Licensed professionals (lawyers, doctors, etc.) may form regular LLCs subject to licensure board rules; some professions require special filings.

    • 9. Local Permits

  • Most MA cities and towns require local business licenses and certificates (e.g., Boston Business Certificate / DBA filing).

    • 10. Foreign LLC Registration

  • Out-of-state LLCs doing business in MA must register as a foreign LLC ($500 filing fee + $500 annual report).

    • This is legal information, not legal advice.

    When to Talk to a Lawyer
    • You are weighing MA vs. forming a Delaware LLC and registering as foreign
    • You will be subject to the 4% Millionaires' Tax surcharge
    • You are forming a multi-member LLC with sophisticated investors
    Related Statutes & Laws
    • Mass. Gen. Laws c.156C, § 3
    • Mass. Gen. Laws c.156C, § 8
    • Mass. Gen. Laws c.156C, § 12
    • Mass. Gen. Laws c.156C, § 12 (filing)
    • Mass. Gen. Laws c.62B

    This is legal information, not legal advice. Laws vary by jurisdiction and change frequently. Always verify current law with official sources and consult a licensed attorney in your jurisdiction for advice on your specific situation.