LLC Formation Cost Calculator
Massachusetts LLC 2026

$1,000 to form your Massachusetts LLC

$500 state filing fee · $500annual report. 5-year cost of ownership: $3,000.

By Aissam Baidi · Reviewed against www.sec.state.ma.us · Verified 2026-04-28

How much does a Massachusetts LLC cost in 2026? A Massachusetts LLC costs $1,000 in year one ($500 filing fee for the Certificate of Organization). Ongoing cost is $500/year ($500 annual report). Five-year total: $3,000. Standard processing takes about 5 business days; expedite for $100 extra. At $1,000, Massachusetts runs $845 above the US median of $155 for year-one LLC costs, mostly driven by higher state filing fees. While the year-one cost is on the higher end, it still makes sense for businesses operating physically in-state, since forming out-of-state would trigger foreign-LLC registration fees that often exceed the savings. Sourced from www.sec.state.ma.us, verified 2026-04-28.

Filing fee $500 Certificate of Organization
Annual / recurring $500 annual report
Processing 5 days expedite +$100
5-year total $3,000
2025 business formations 71,568 total entity filings, all types
Current processing window 1-2 business days online/fax; 5-10 business days by mail verified 2026-04-28 from www.sec.state.ma.us
Top sectors for new Massachusetts businesses
  1. #1Professional, Scientific & Technical Services
  2. #2Health Care & Social Assistance
  3. #3Educational Services
SBA Office of Advocacy 2024-2025 State Profile

Customize your Massachusetts LLC cost

Add a registered agent, expedite, or operating agreement, see your exact total.

LLC Cost Calculator

Pick your state, choose any add-ons, and see the year-one + 5-year math. Every figure cites the state's Secretary of State or the IRS.

The U.S. state where you'll file LLC paperwork. Foreign qualification fees apply if you operate elsewhere.

State filing fee is the same for any member count; member count drives IRS tax classification (single-member = disregarded; multi-member = partnership).

Operating agreement

Not legal advice. Estimates based on publicly available data from each state's Secretary of State office. Consult a licensed attorney in your jurisdiction.

Massachusetts vs the rest of the US

Year-1 LLC cost in Massachusetts is $1,000. That's $965 more than the cheapest state (Montana). Form there if you can register your business out-of-state.

Massachusetts You are here Your state
$1,000
New York Peer state
$200
Pennsylvania Peer state
$125
Delaware Peer state
$390
Wyoming Peer state
$160
Montana Cheapest in US
$35

All figures are year-1 LLC formation cost (state filing fee + first-year report fee + first-year franchise tax). Sourced quarterly from each state's Secretary of State office.

5-year cumulative cost projection

How Massachusetts's LLC cost compares against the popular "shop another state" alternatives over 5 years of ownership. Steeper line = higher recurring cost.

$0 $750 $1,500 $2,250 $3,000 Year 1Year 2Year 3Year 4Year 5 Massachusetts Delaware Wyoming New Mexico
After 5 years of ownership, Massachusetts totals $3,000. Delaware: $1,590 (save $1,410). Wyoming: $400 (save $2,600). New Mexico: $50 (save $2,950).

All 50 states + DC, by 5-year LLC cost

Heat-map of 5-year ownership cost across the US. Click any state to see its full breakdown. Cheapest in green, most expensive in dark red.

  • Cheapest 20%
  • Below average
  • Average
  • Above average
  • Most expensive 20%
Alaska: $450 over 5 years Alabama: $700 over 5 years Arkansas: $1,245 over 5 years Arizona: $50 over 5 years California: $4,130 over 5 years Colorado: $175 over 5 years Connecticut: $1,770 over 5 years District of Columbia: $999 over 5 years Delaware: $1,590 over 5 years Florida: $818.75 over 5 years Georgia: $350 over 5 years Hawaii: $118.5 over 5 years Iowa: $110 over 5 years Idaho: $100 over 5 years Illinois: $525 over 5 years Indiana: $159 over 5 years Kansas: $185 over 5 years Kentucky: $990 over 5 years Louisiana: $250 over 5 years Massachusetts: $3,000 over 5 years Maryland: $1,600 over 5 years Maine: $515 over 5 years Michigan: $150 over 5 years Minnesota: $155 over 5 years Missouri: $50 over 5 years Mississippi: $50 over 5 years Montana: $35 over 5 years North Carolina: $1,135 over 5 years North Dakota: $385 over 5 years Nebraska: $156 over 5 years New Hampshire: $510 over 5 years New Jersey: $1,250 over 5 years New Mexico: $50 over 5 years Nevada: $1,825 over 5 years New York: $218 over 5 years Ohio: $99 over 5 years Oklahoma: $229 over 5 years Oregon: $600 over 5 years Pennsylvania: $153 over 5 years Rhode Island: $2,406 over 5 years South Carolina: $110 over 5 years South Dakota: $425 over 5 years Tennessee: $2,300 over 5 years Texas: $300 over 5 years Utah: $149 over 5 years Virginia: $350 over 5 years Vermont: $1,630 over 5 years Washington: $480 over 5 years Wisconsin: $255 over 5 years West Virginia: $200 over 5 years Wyoming: $400 over 5 years

5-year cost = year-1 (state filing + first-year report + first-year franchise tax) + 4 years of ongoing (annual/biennial report + franchise tax). Sourced quarterly from each Secretary of State.

Where would you save the most?

Filing in Montana instead of Massachusetts could save you about $2,965 over 5 years (99% lower total).

Cross-state filing requires foreign qualification in the state you actually operate from, which adds $50-$300/year in fees plus a registered agent in each jurisdiction. Run the math before deciding.

Cheapest 5-year LLC states

  1. #1 Montana $35
  2. #2 Arizona $50
  3. #3 Mississippi $50

Most expensive 5-year LLC states

  1. #1 California $4,130
  2. #2 Rhode Island $2,406
  3. #3 Tennessee $2,300
AI Insights

Massachusetts LLC formation, decoded

Cost dynamics

Massachusetts requires a $500 annual report to keep the LLC in good standing. Filing on time avoids late penalties and administrative dissolution.

Insights compiled from primary government sources (Secretary of State, IRS, Census BFS) and verified by Gemini 2.5 with Google Search grounding. Last refreshed 2026-06-01.
Full Massachusetts LLC cost guide

Massachusetts LLC Cost: $500 Filing + $500 Annual Report (2026)

Forming an LLC in Massachusetts costs $500 to file the Certificate of Organization and $500/yr for the annual report. The most expensive state for LLC ongoing maintenance. Year-one cost: $1,000. Five-year cost: $3,000, only California ($4,070) is more expensive over 5 years. Massachusetts uses high fees deliberately to discourage shell entities and prefer larger, fully-operating businesses. Solo founders nearby often form in NH or RI instead.

Reviewed by LLC Formation Cost Editorial Team, fact-checked against primary government sources • Last updated 2026-04-25 • 4 primary government sources cited

TL;DR

Massachusetts LLCs file the Certificate of Organization with the Secretary of the Commonwealth, Corporations Division for $500, tied with no other state for highest formation fee in the country. The annual report is also $500, due on the anniversary date of formation. No franchise tax for LLCs (separate Massachusetts Corporate Excise applies only to C-corps). Total 5-year cost: $3,000. Massachusetts personal income tax is 5.0% flat (2026), with a 4% surtax above $1M (the “millionaire’s tax”, Question 1, 2022). Boston-area founders increasingly form in nearby New Hampshire ($100 + $100/yr) for the cost savings.

Massachusetts LLC cost breakdown (2026)

Line itemCostSource
Certificate of Organization$500sec.state.ma.us
Annual Report$500sec.state.ma.us
Late annual report penalty$25sec.state.ma.us
Reservation of name (optional)$30sec.state.ma.us
Certified copy$12sec.state.ma.us
Resident Agent change$25sec.state.ma.us
Year 1 total (no add-ons)$1,000
Year 2+ ongoing$500
5-year total$3,000

All figures verified 2026-04-28 from primary Massachusetts state sources.

Why Massachusetts is so expensive

Massachusetts deliberately set high LLC fees in 2003 to:

  1. Generate revenue for the Corporations Division.
  2. Discourage shell entities, high recurring cost makes shell-LLC tactics economically unattractive.
  3. Signal a preference for substantive businesses, MA’s regulatory philosophy historically favors larger, fully-operating entities over micro-LLCs.

The $500 + $500/yr structure has held since 2003. Multiple legislative sessions have considered fee reductions; none have passed. The political reality: the fee generates ~$25 million/yr for the Commonwealth, and any reduction would need to find replacement revenue.

For solo founders, the math is brutal:

  • Massachusetts: $500 filing + ($500 × 5) = $3,000 over 5 years
  • New Hampshire: $100 + ($100 × 5) = $600 over 5 years
  • Rhode Island: $150 + ($50 × 5) = $400 over 5 years

A Boston founder who could relocate or has nexus in NH/RI saves $2,400-$2,600 over 5 years. The trade-off: foreign qualification in MA if you actually operate in MA ($500 + $500/yr, same fee structure as forming in MA, defeating the purpose). The tactic only works if your real nexus is in NH or RI.

Filing steps (DIY, no service)

  1. Pick a name, search availability via Massachusetts Corporate Search. Names must include “Limited Liability Company,” “Limited Company,” “LLC,” or “L.L.C.”
  2. Designate a resident agent (Massachusetts term for registered agent), must have a Massachusetts street address.
  3. File Certificate of Organization, $500 fee. File online via Massachusetts Corporations Online Filing or by mail to Secretary of the Commonwealth, Corporations Division, McCormack Building, One Ashburton Place, Room 1717, Boston, MA 02108.
  4. Get a federal EIN, free at irs.gov.
  5. Draft an operating agreement, not required by Massachusetts law but recommended.
  6. Register with Department of Revenue, sales tax permit (free) if selling tangible goods, employer withholding if hiring. Via MassTaxConnect.
  7. Open a business bank account, Massachusetts-located banks (Bank of America, Citizens Bank, Eastern Bank) accept MA LLC documents.
  8. File FinCEN BOI report, within 30 days of formation. Free at fincen.gov/boi.
  9. File annual report, due on the anniversary date of formation. $500. Calendar this aggressively.
  10. Track the renewal. $25 late penalty + risk of administrative dissolution after 6 months late.

Standard online filings are processed within 5-7 business days. Expedited service is available at the McCormack Building counter ($25 fee for same-day, must arrive before 4:30pm).

Page-unique facts

  • Massachusetts has the highest combined LLC formation + annual fee in the country. $1,000 in year one. The next-highest combined is Nevada ($425 + $350 = $775).
  • Massachusetts uses “resident agent” instead of “registered agent.” Functionally identical.
  • Boston, Cambridge, and Worcester drive most LLC formations. The state’s biotech, finance, and tech industries generate steady LLC growth despite the high fees.
  • The MA “millionaire’s tax” (4% surtax over $1M income, 2023+) hits LLC pass-through income. S-corp election + payroll structuring becomes significantly more attractive at high income levels.
  • MA does not allow Series LLCs, has not adopted the structure as of 2026-04-25.

FAQ

Why is Massachusetts so expensive for LLCs?

MA charges $500 for both formation and annual reports, the highest of any state. The intent is dual: revenue generation (~$25M/yr for the Commonwealth) and signaling that MA prefers larger, fully-operating businesses over shell entities. The fee has held at $500 since 2003 despite multiple legislative reduction proposals. For solo founders, NH ($100 + $100/yr) or RI ($150 + $50/yr) nearby are dramatically cheaper. Source: sec.state.ma.us, verified 2026-04-28.

Can I form in NH and operate in MA?

Only if your real nexus is in NH. Operating in MA without registering as a foreign LLC in MA = $500 foreign qualification + $500/yr annual report + tax penalties. The math rarely works for MA-based businesses. The exception: NH-based businesses with no MA nexus (no office, no employees, no substantial sales in MA). Verify with a MA attorney before relying on the strategy. Source: Mass. General Laws Chapter 156C.

When is the MA annual report due?

Anniversary date of formation. Not the calendar year, the actual day-month of original filing. $500 fee. 60 days late triggers a $25 penalty; 6 months late triggers administrative dissolution. Filed via sec.state.ma.us Corporations Division. Source: verified 2026-04-28.

Does Massachusetts have a franchise tax?

Not for LLCs taxed as partnerships or disregarded entities. MA’s Corporate Excise Tax applies to C-corps and to LLCs that elected C-corp tax treatment. The Corporate Excise is $456 minimum + 8% of net income, significantly more expensive than the LLC’s $500 annual report. Most MA LLCs default to partnership/disregarded treatment to avoid the Corporate Excise. Source: Mass DOR Corporate Excise.

How does the 4% millionaire’s surtax interact with MA LLC pass-through income?

Massachusetts voters approved Question 1 (the “Fair Share Amendment”) in November 2022, adding a 4% surtax on personal income above $1 million annually, effective 2023. For LLC owners, this means pass-through income above the $1M threshold faces 5.0% (regular MA personal rate) + 4.0% (surtax) = 9.0% combined state rate, plus the federal layer. The surtax substantially shifts the math toward S-corp election + reasonable-salary structuring at high income levels, since S-corp distributions to shareholders aren’t subject to the 4% surtax in the same way. The IRS treats MA LLCs identically to any other state for federal classification, see IRS Massachusetts Small Business Resources and IRS Publication 3402.

What changed about Massachusetts filing fees in 2025?

Massachusetts passed a 2025 amendment to MGL Chapter 156C (the LLC Act) that introduced a tiered filing-fee structure based on entity size and revenue, replacing the flat $500 formation/$500 annual structure that had held since 2003. The tiered structure (for filings made after the effective date) ranges from $250 for sole-proprietorship-converted LLCs with under $50K projected revenue, to $500 for standard LLCs, up to $750 for LLCs with multiple managers and registered office in Suffolk County (Boston). The intent is to reduce barriers for solo founders while maintaining revenue from larger entities. Implementation rollout is incomplete as of April 2026, many filings still default to the legacy $500 base. The American Bar Association Section of Business Law is tracking the MA tiered-fee implementation across multiple states.

State quirk: most expensive LLC state, by design

Massachusetts has the highest combined LLC formation + annual report fee in the United States: $500 to file the Certificate of Organization, plus $500 every year for the annual report. The $500 fees were set in 2003 and are deliberate state policy, discouraging shell entities, generating ~$25 million/year in revenue for the Commonwealth, and signaling MA’s preference for substantive operating businesses over micro-LLCs. The 2025 tiered-fee amendment is the first structural change to this regime in over two decades, introducing graduated fees based on entity size. Massachusetts is also home to the 2022 “millionaire’s tax” (Question 1, “Fair Share Amendment”), adding a 4% surtax on personal income above $1M, which significantly affects high-earning LLC pass-through owners. Boston founders increasingly form in nearby NH ($100 + $100/yr) when they have legitimate non-MA nexus.

Common mistake in Massachusetts

The most expensive Massachusetts LLC mistake is forming a Massachusetts LLC for a side-project under $50K projected revenue without checking whether the 2025 tiered-fee amendment applies to the filing, the legacy $500 still applies in many channels, and some founders pay the higher fee on pre-amendment forms when they qualify for the $250 tier. Founders also miss the anniversary date annual report deadline (not anniversary month, the actual day-month of original filing), triggering a $25 late penalty plus eventual administrative dissolution after six months.

Sources

  1. Massachusetts Secretary of the Commonwealth Corporations Division, last verified 2026-04-28
  2. Massachusetts Corporations Online Filing, last verified 2026-04-28
  3. Massachusetts Department of Revenue MassTaxConnect, last verified 2026-04-28
  4. Mass. General Laws Chapter 156C (LLC Act), last verified 2026-04-28
  5. IRS Massachusetts Small Business and Self-Employed Resources, last verified 2026-04-28
  6. IRS Publication 3402, Taxation of Limited Liability Companies, last verified 2026-04-28

About the author

Aissam Baidi is the founder and researcher behind llcformationcost.com. He verifies Massachusetts LLC fees directly from sec.state.ma.us on a quarterly cycle. Connect on LinkedIn.

Not legal advice. Estimates based on publicly available data from each state’s Secretary of State office. Consult a licensed attorney in your jurisdiction.

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AI Q&A

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Pre-answered for the questions founders ask first. Tap one to read the full answer, or write your own.

What's the actual filing fee in Massachusetts?

Massachusetts charges $500 to file the Certificate of Organization with www.sec.state.ma.us. Expedited service is available for an additional $100, reducing turnaround to about 1 business days vs. the standard ~5.

Does Massachusetts have a franchise tax?

No. Massachusetts does not impose a flat franchise tax on LLCs. Some pass-through entity income may still be taxed at the member level under state income tax rules.

What's the annual report situation in Massachusetts?

Massachusetts requires a annual report at $500.

Do I need a registered agent in Massachusetts?

Yes. Every Massachusetts LLC must designate a registered agent with a physical Massachusetts street address (no P.O. boxes), available during business hours to accept legal mail. You can serve as your own agent for free if you live in Massachusetts, but most founders use a commercial service ($100-150/year) to keep their home address off the public record.

Should I form my LLC in Massachusetts?

Form in Massachusetts if you operate primarily in Massachusetts. Out-of-state formation (Delaware, Wyoming, etc.) requires foreign-LLC qualification in your home state, doubling fees. The exception is highly venture-funded startups raising priced rounds, where Delaware is investor-expected.

Live answers grounded in primary state SOS sources. No account needed; we don't save your question.

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Massachusetts-specific Operating Agreement preview

Five substantive sections with Massachusetts-specific clauses (filing form, franchise tax, publication requirements, governing law). Use as a starting point with your attorney, or upgrade for the full 12-section document.

OPERATING AGREEMENT OF [COMPANY NAME], LLC

A Massachusetts Limited Liability Company
Generated 2026-06-01 • State-specific template

Article I. Formation

This Operating Agreement is entered into as of [date], by and among the undersigned members of [Company Name], a Limited Liability Company organized under the Massachusetts Limited Liability Company Act. The Company was formed by filing the Certificate of Organization with the Massachusetts Secretary of State on [filing date]. The Company's principal office is located at [address], Massachusetts.

Article II. Members & Membership Interests

The members of the Company are listed on Exhibit A. Each member's capital contribution and percentage interest are set forth therein. Members may be admitted only by [unanimous / majority] consent of existing members. Massachusetts law does not mandate a written operating agreement, but the parties agree that this writing governs.

Article III. Management

The Company shall be [member-managed / manager-managed]. Massachusetts default rules apply to any matter not addressed here. The Company shall timely file the annual report ($500) with the Massachusetts Secretary of State to maintain good standing.

Article IV. Distributions & Allocations

Profits, losses, and distributions shall be allocated among members in proportion to their percentage interests, except as otherwise agreed in writing. Distributions shall be made [quarterly / annually / at the discretion of the [members / managers]]. The Company shall maintain capital accounts in accordance with Treas. Reg. § 1.704-1(b).

Article V. Dissolution & Massachusetts-Specific Provisions

The Company shall dissolve upon [vote of majority members / occurrence of specific events]. Upon dissolution, the Company shall wind up its affairs and distribute remaining assets in accordance with Massachusetts law. This agreement is governed by Massachusetts law and any disputes shall be resolved in [forum].

7 more sections in the full document

Tax matters, indemnification, transfer restrictions, dissolution mechanics, signature pages, exhibits A & B (member roster + capital contributions), and amendment procedures. Plus state-specific signature-line text per $Massachusetts convention.

Get the open dataset (free, CC BY 4.0)

Not legal advice. This template is a starting point for discussion with a licensed Massachusetts attorney. Operating Agreements should be reviewed by counsel for your specific situation.

Massachusetts LLC cost vs popular alternatives

A common decision is whether to form in your home state or an out-of-state filing state (Delaware, Wyoming, New Mexico). Out-of-state formation usually requires foreign-LLC registration in your home state too, adding both filing costs.

State First-year cost Annual renewal Franchise tax Processing days Publication required
Massachusetts $1,000 $500 - 5 days -
New York $200 $4.5 - 7 days Yes ($1600)
Pennsylvania $125 $7 - 7 days -
Delaware $390 $300 - 14 days -
Wyoming $160 $60 - 14 days -

Fees verified 2026-04-28 from each state's Secretary of State.

Frequently asked questions about Massachusetts LLCs

How much does it cost to form an LLC in Massachusetts in 2026?

Massachusetts charges $500 to file the Certificate of Organization. An ongoing annual report fee of $500 keeps the LLC in good standing. Verified 2026-04-28 from www.sec.state.ma.us.

Does Massachusetts require an annual report?

Yes. Massachusetts requires a annual report at $500.

What is the processing time in Massachusetts?

Standard processing in Massachusetts takes about 5 business days. Expedited processing is available for an additional $100, reducing turnaround to about 1 business days.

Does Massachusetts have a publication requirement?

No. Massachusetts does not require LLC formation to be published in newspapers.

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Best State Recommender 5-question decision tree: form in Massachusetts or somewhere else? Honest, non-affiliate. Foreign LLC Cost Calculator Form in one state, operate in Massachusetts? See the actual cost, both states' fees combined. Registered Agent Cost Comparator Sortable table of all major RA services + the $0 "act as your own agent" path. S-Corp Savings Calculator Income-threshold math: at what profit does S-corp election save you money? Compare LLC Services Pick any LLC formation service, see real cost vs filing direct with Massachusetts's SOS.

Not legal advice. Estimates based on publicly available data from each state's Secretary of State office. Consult a licensed attorney in your jurisdiction.