How to Form an LLC in Massachusetts (2026)

1. 1Choose a name for your LLC and verify availability by searching the Massachusetts Secretary of the Commonwealth business entity database. Your name must include "Limited Liability Company," "LLC," or "L.L.C."
2. 2Appoint a registered agent with a physical street address in Massachusetts.
3. 3File a Certificate of Organization with the Massachusetts Secretary of the Commonwealth. The filing fee is $500 by mail or $520 online — the highest filing fee in the US.
4. 4Obtain an EIN (Employer Identification Number) from the IRS at no cost.
5. 5Create an operating agreement. Not legally required in Massachusetts but strongly recommended.
6. 6Open a business bank account with your Certificate of Organization, EIN, and operating agreement.
7. 7Obtain any required business licenses and permits from your city or town.
8. 8File your first annual report on the anniversary of formation. The fee is $500 ($520 online).

• ✓Obtain an EIN from the IRS (free, apply online at irs.gov)
• ✓Open a dedicated business bank account
• ✓Register for Massachusetts state taxes with the Department of Revenue
• ✓Get business insurance (general liability at minimum)
• ✓Set up an accounting system to track income and expenses
• ✓Apply for any local business licenses or permits
• ✓File your first annual report ($500/$520) on the anniversary of formation

Your Massachusetts LLC name must contain "Limited Liability Company," "LLC," or "L.L.C." Restricted words like "Bank," "Insurance," or "Trust" require additional licensing. The name must be distinguishable from existing business entities registered in Massachusetts. Massachusetts uses "Certificate of Organization" rather than "Articles of Organization."

Massachusetts LLCs are pass-through entities by default. Members pay Massachusetts individual income tax at a flat rate of 5% on earned income and 9% on short-term capital gains. Massachusetts does not impose a franchise tax on standard LLCs. However, the $500/$520 annual report fee makes Massachusetts the most expensive state for ongoing LLC maintenance.

LLC vs. other structures in Massachusetts

Massachusetts has the highest LLC costs in the country: $500-$520 to file and $500-$520/year to maintain. Total first-year cost exceeds $1,000. For low-revenue businesses, this makes an LLC expensive to maintain. If your business is small, compare with a sole proprietorship (though you lose liability protection) or consider forming in a neighboring state like New Hampshire.

• •File an annual report on the anniversary of formation — $500 (mail) or $520 (online)
• •Maintain a registered agent with a physical address in Massachusetts at all times
• •Keep your operating agreement current and update it when membership changes
• •File Massachusetts state income tax returns for all members receiving pass-through income
• •Renew any local business licenses or permits as required

Massachusetts has higher-than-average LLC costs. Weigh the total cost of formation and annual maintenance against your expected revenue before deciding.

In general, you should form your LLC in the state where you physically live and conduct business. Forming in a "tax-friendly" state like Wyoming, Delaware, or Nevada sounds appealing, but if you operate in Massachusetts, you will still need to register as a foreign LLC there — paying fees in both states.

An LLC is almost always a better choice than operating as a sole proprietorship because of the personal liability protection it provides. However, if your LLC is highly profitable, you should talk to a CPA about electing S-Corp tax treatment to potentially reduce your self-employment tax burden.

What Massachusetts LLC Owners Need to Know

• •Massachusetts has the highest LLC filing fee in the US at $500 ($520 online)
• •Annual report is also $500 ($520 online), making it the most expensive state for ongoing LLC costs
• •Total first-year cost is at least $1,000 — the highest in the country
• •Uses Certificate of Organization instead of Articles of Organization

Official Massachusetts Resources

• Massachusetts Secretary of the Commonwealth — Corporations Division
• Massachusetts Filing Fees
• Start an LLC in Massachusetts