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How to Start an LLC in Massachusetts: Fees, Filings and Annual Requirements

Forming an LLC in Massachusetts: the state filing fee, how to file, name rules, registered agent, annual report, state taxes, DBA and sales tax permit — from the official state sources.

Quick answers for Massachusetts

LLC filing fee
The fee for filing a Massachusetts LLC's certificate of organization is five hundred dollars ($500), paid to the state secretary (Secretary of the Commonwealth) at the time of filing. M.G.L. c. 156C, §12(d)
Annual report
Every Massachusetts LLC must file an annual report with the state secretary setting forth the information required in the certificate of organization. M.G.L. c. 156C, §12(c)-(d)
How to file
To form an LLC, one or more authorized persons sign a certificate of organization and file it with the Secretary of the Commonwealth (state secretary). The certificate states the LLC's name; the address of its Massachusetts office; M.G.L. c. 156C, §12(a)-(b)

Last verified: 2026-10-27

Forming the LLC

LLC filing feeThe fee for filing a Massachusetts LLC's certificate of organization is five hundred dollars ($500), paid to the state secretary (Secretary of the Commonwealth) at the time of filing.
Source: M.G.L. c. 156C, §12(d)
How to fileTo form an LLC, one or more authorized persons sign a certificate of organization and file it with the Secretary of the Commonwealth (state secretary). The certificate states the LLC's name; the address of its Massachusetts office; the name and address of its resident agent, with the agent's written consent in or attached to the certificate; any specific dissolution date; the name and address of each manager (if any); the name of at least one other person authorized to sign filings if there are no managers; and the general character of the business. The LLC is formed when the certificate is filed, or on a later date stated in it.
Source: M.G.L. c. 156C, §12(a)-(b)
Name rules and reservationThe name must contain the words "limited liability company" or "limited company" or the abbreviation "L.L.C.," "L.C.," "LLC" or "LC." It may contain the name of a member or manager, and may not be the same as, or deceptively similar to, the name of any corporation, limited partnership or LLC organized, reserved or registered in Massachusetts without that entity's written consent. A name can be reserved by filing an application with the state secretary; the reservation lasts 60 days and may be extended for another 60 days on written request.
Source: M.G.L. c. 156C, §§3-4
Registered agentEach LLC must maintain an office in Massachusetts (where required records are kept) and a resident agent for service of process. The resident agent must be an individual resident of Massachusetts, a domestic corporation, or a foreign corporation authorized to do business in Massachusetts. The agent's written consent must be in or attached to the certificate of organization.
Source: M.G.L. c. 156C, §§5, 12(a)(3)
Operating agreementMassachusetts law defines an operating agreement as any written or oral agreement of the members about the affairs of an LLC and the conduct of its business.
The certificate of organization requirements in §12 do not include the operating agreement.
Source: M.G.L. c. 156C, §2(9)

Keeping the LLC in good standing

Annual reportEvery Massachusetts LLC must file an annual report with the state secretary setting forth the information required in the certificate of organization. The fee for filing the annual report is five hundred dollars ($500), paid at the time of filing.
Source: M.G.L. c. 156C, §12(c)-(d)
DBA / assumed nameUnder state law, any person conducting business in Massachusetts under a title other than the person's real name must file a certificate with the clerk of every city or town where it has an office, stating the names and residences of those conducting the business and the address and title under which it is conducted, and pay the fee set by M.G.L. c. 262, §34. The certificate is signed under oath.
Ask the city or town clerk for the local filing fee and how the requirement applies to an LLC.
Source: M.G.L. c. 110, §5

Out-of-state LLCs and closing

Registering an out-of-state LLCA foreign (out-of-state) LLC doing business in Massachusetts must file an application for registration with the state secretary within ten days after it starts doing business, signed and sworn to by an authorized person and accompanied by a certificate of legal existence (or comparable certificate) from its home jurisdiction. The application lists, among other things, the LLC's name, where and when it was organized, its business, its principal office, managers, and its resident agent with the agent's written consent. The fee for the application for registration is five hundred dollars ($500); each annual report of a foreign LLC is also $500.
Source: M.G.L. c. 156C, §§48, 51
Closing an LLCAfter an LLC dissolves and finishes winding up (or at any time it has no members), it files a certificate of cancellation with the state secretary stating the LLC's name, the date its certificate of organization was filed, the reason for the cancellation, and the effective date if not effective on filing.
Source: M.G.L. c. 156C, §14

Where to get help in Massachusetts

Starting an LLC & Small Business FAQ

How much does it cost to form an LLC in Massachusetts?
The fee for filing a Massachusetts LLC's certificate of organization is five hundred dollars ($500), paid to the state secretary (Secretary of the Commonwealth) at the time of filing.
How do you form an LLC in Massachusetts?
To form an LLC, one or more authorized persons sign a certificate of organization and file it with the Secretary of the Commonwealth (state secretary). The certificate states the LLC's name; the address of its Massachusetts office; the name and address of its resident agent, with the agent's written consent in or attached to the certificate; any specific dissolution date; the name and address of each manager (if any); the name of at least one other person authorized to sign filings if there are no managers; and the general character of the business. The LLC is formed when the certificate is filed, or on a later date stated in it.
What are the LLC name requirements in Massachusetts?
The name must contain the words "limited liability company" or "limited company" or the abbreviation "L.L.C.," "L.C.," "LLC" or "LC." It may contain the name of a member or manager, and may not be the same as, or deceptively similar to, the name of any corporation, limited partnership or LLC organized, reserved or registered in Massachusetts without that entity's written consent. A name can be reserved by filing an application with the state secretary; the reservation lasts 60 days and may be extended for another 60 days on written request.
Do you need a registered agent for an LLC in Massachusetts?
Each LLC must maintain an office in Massachusetts (where required records are kept) and a resident agent for service of process. The resident agent must be an individual resident of Massachusetts, a domestic corporation, or a foreign corporation authorized to do business in Massachusetts. The agent's written consent must be in or attached to the certificate of organization.
Does an LLC have to file an annual report in Massachusetts?
Every Massachusetts LLC must file an annual report with the state secretary setting forth the information required in the certificate of organization. The fee for filing the annual report is five hundred dollars ($500), paid at the time of filing.
Is an operating agreement required in Massachusetts?
Massachusetts law defines an operating agreement as any written or oral agreement of the members about the affairs of an LLC and the conduct of its business.
How do you register a DBA in Massachusetts?
Under state law, any person conducting business in Massachusetts under a title other than the person's real name must file a certificate with the clerk of every city or town where it has an office, stating the names and residences of those conducting the business and the address and title under which it is conducted, and pay the fee set by M.G.L. c. 262, §34. The certificate is signed under oath.
How do you register a foreign LLC in Massachusetts?
A foreign (out-of-state) LLC doing business in Massachusetts must file an application for registration with the state secretary within ten days after it starts doing business, signed and sworn to by an authorized person and accompanied by a certificate of legal existence (or comparable certificate) from its home jurisdiction. The application lists, among other things, the LLC's name, where and when it was organized, its business, its principal office, managers, and its resident agent with the agent's written consent. The fee for the application for registration is five hundred dollars ($500); each annual report of a foreign LLC is also $500.
How do you dissolve an LLC in Massachusetts?
After an LLC dissolves and finishes winding up (or at any time it has no members), it files a certificate of cancellation with the state secretary stating the LLC's name, the date its certificate of organization was filed, the reason for the cancellation, and the effective date if not effective on filing.

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General legal information, not legal advice. Laws change and local rules can differ; check the linked official source or talk to a lawyer about your situation.