The Massachusetts Secretary of the Commonwealth, Corporations Division, requires most domestic and foreign business entities to file an Annual Report. This filing updates the state with current information about your entity, ensuring its good standing and compliance with Massachusetts law.
Why is it important to file? Filing the Annual Report on time is crucial for maintaining your entity’s active status and good standing with the State of Massachusetts. Failure to file can lead to various penalties and negative consequences, including:
Forfeiture/Dissolution: If your entity is delinquent for two consecutive years, it can be administratively dissolved (for domestic entities) or its authority to transact business in Massachusetts can be revoked (for foreign entities).
Loss of Name Protection: Your entity’s name may become available for others to use.
Late Fees: While some entities (like LLCs, LPs, LLPs, and Non-Profits) generally do not have late fees for overdue annual reports, For-Profit Corporations and Professional Corporations are assessed a $25 late penalty if filed after the due date.
Inability to Conduct Business: A dissolved or revoked status can hinder your ability to legally conduct business, enter into contracts, or obtain necessary licenses or loans.
Complex Reinstatement: Reinstatement involves filing all delinquent reports and paying associated fees.
Specific Requirements by Entity Type:
For Limited Liability Companies (LLCs) in Massachusetts:
Due Date: Annually by the anniversary date of your LLC’s original formation or registration in Massachusetts.
Filing Fee: $520 (online or fax) or $500 (by mail).
Penalty: Generally, no late penalty, but repeated failure to file can lead to dissolution.
For For-Profit Corporations (Domestic & Foreign, including Professional Corporations) in Massachusetts:
Due Date: Annually within 2.5 months after the close of your fiscal year. For calendar year filers, this is typically March 15th.
Filing Fee: $109 (online or fax) or $125 (by mail).
Penalty: $25 late penalty.
For Limited Partnerships (LPs) and Limited Liability Partnerships (LLPs) in Massachusetts:
LPs: Annually by their anniversary date of registration. Filing fee is $450 (online/fax) or $500 (by mail). Generally, no late penalty.
LLPs: Annually by February 28th (the last day of February). Filing fee is $520 (online/fax) or $500 (by mail). Generally, no late penalty.
For Non-Profit Corporations in Massachusetts, please also note the following:
Non-profit organizations in Massachusetts have several distinct annual compliance requirements:
Annual Report with Secretary of the Commonwealth:
Due Date: Annually on or before November 1st.
Filing Fee: $15 (online/fax) or $15 (mail).
Penalty: Generally, no late penalty, but prolonged non-filing can lead to administrative dissolution after two consecutive years.
Charitable Solicitation Annual Renewal (Attorney General’s Office – Form PC):
If your non-profit solicits charitable contributions in Massachusetts, you must register and renew annually with the Massachusetts Attorney General’s Office, Non-Profit Organizations/Public Charities Division.
Due Date: Annually within 4.5 months after the close of your organization’s fiscal year (e.g., May 15th for a December 31st fiscal year-end). Extensions are possible.
Required Attachments: This renewal requires filing Form PC and a copy of your federal IRS Form 990, 990-EZ, or 990-PF. Audited financial statements are required if gross revenue exceeds certain thresholds ($500,000 for audited, $200,000-$500,000 for reviewed).
Filing Fee: Varies based on gross support and revenue, ranging from $35 to $2,000.
Penalties: Can include fees (same as renewal fees) and loss of Certificate of Solicitation.
Federal IRS Form 990 Series:
As a federally tax-exempt organization, your non-profit must file an annual information return with the IRS (Form 990, 990-EZ, 990-PF, or 990-N, depending on your gross receipts and assets).
Due Date: Typically by the 15th day of the 5th month after your fiscal year ends (e.g., May 15th for a December 31st fiscal year-end).
What information is generally required for the Annual Report? The Massachusetts Annual Report typically requires:
Your entity’s legal name and identification number.
Principal office address.
Name and street address of your Massachusetts Registered Agent (sometimes called “Resident Agent”).
A brief statement of your business purpose.
For Corporations: Names and addresses of your president, treasurer, secretary (clerk), and directors. Stock information.
For LLCs: Names and addresses of your managers (if manager-managed) or authorized persons, and those authorized to execute real property documents.
For LPs/LLPs: Names and addresses of general partners (for LPs) or current partners (for LLPs).
For Non-Profits: Names and addresses of your president, treasurer, and clerk (secretary), and directors. Date of last annual meeting.
How can we assist you? We can assist you with the preparation and filing of your Massachusetts Annual Report and any applicable non-profit renewals to ensure they are submitted accurately and on time. Our services for these filings include:
List specific services we offer, e.g., “Gathering the necessary information,” “Completing and submitting the report online,” “Confirming receipt with the Massachusetts Secretary of the Commonwealth/Attorney General’s Office.”
What we need from you: To facilitate these filings, fill up the information sheet:
Please contact us at your earliest convenience to discuss your Massachusetts compliance obligations. We can help ensure your entity remains in good standing and avoid any potential penalties.
