Massachusetts calls itself a commonwealth, and its filing office follows suit. Instead of a Secretary of State, the Secretary of the Commonwealth keeps the business register. The Corporations Division, on the 17th floor of One Ashburton Place in Boston, files formation papers and annual reports and issues certificates.
Plan for the cost. A Massachusetts LLC pays $500 to form and $500 again every year with its annual report. A corporation pays less each year, but its formation fee rises with the number of authorized shares.
Massachusetts corporation search
The Corporations Division search lets you look up an entity by name, by an individual's name, by identification number or by filing number. Searching by a person's name is useful when you know who runs a company but not what it is called.
| Official business search | corp.sec.state.ma.us/corpweb/CorpSearch/CorpSearch.aspx (corp.sec.state.ma.us, checked ) |
|---|---|
| You can search by | business name (entity name), entity or file number (identification number), filing number, officer or owner name (individual name) (corp.sec.state.ma.us, checked ) |
| Name availability check | corp.sec.state.ma.us/CorpWeb/NameReservation/SearchNameRes.aspx (corp.sec.state.ma.us, checked ) |
- Choose a search method: exact match, begins with, full text (entity name only), or soundex
- Search by entity name, individual name, identification number or filing number
From corp.sec.state.ma.us, checked .
Soundex finds names that sound alike, which helps with odd spellings. Full text works only on entity names. The Division also has a separate search of reserved names, so check both before you settle on a name.
Massachusetts entity status
Active means the entity exists, has filed no cancellation and has not been dissolved by the state. The status to watch is Involuntarily Dissolved. For corporations it follows two or more years without annual reports, tax returns or tax payments.
| Status shown | What it means |
|---|---|
| Active | Entity has legal existence, no certificate of cancellation filed, and not administratively dissolved. |
| Involuntarily Dissolved | For corporations: failed to file annual reports or tax returns or pay taxes for 2 or more consecutive years, or the Director finds it inactive and dissolution in the public interest. LLCs: dissolved after 2 years of missed annual reports and 90 days after notice. |
| Merged | Entity was not the surviving entity in a merger or consolidation; a certificate of merger and cancellation is filed. |
| Withdrawn | Foreign entity filed a certificate of withdrawal. |
Status wording from mass.gov, checked .
Corporations Division fees
A certificate of organization for an LLC costs $500. Articles of organization for a business corporation start at $275, which covers up to 275,000 authorized shares. Each further block of 100,000 shares adds $100.
| Form an LLC | $500 (malegislature.gov, checked ) |
|---|---|
| Form a corporation | $275 minimum for up to 275,000 shares, plus $100 for each additional 100,000 shares (sec.state.ma.us, checked ) |
| Reserve a name | $30 (sec.state.ma.us, checked ) |
| Annual or biennial report | LLC: $500; corporation: $125 (sec.state.ma.us, checked ) |
| Good standing certificate | $25 (sec.state.ma.us, checked ) |
| Faster processing | Expedited service fees for fax and electronic filings are tiered by order subtotal ($3.00 for $0.01 to $14.99, up to $6.00 for $25.00 to $84.99). Certificates ordered before 7 p.m. may issue the next business day. In-person certificates have a while-you-wait option, up to 5. (sec.state.ma.us, checked ) |
Rather not file it yourself? Ask our private filing service about forming or reporting in Massachusetts. State fees are separate.
Fax and electronic filings carry a small expedite fee that grows with the order total. Certificates ordered before 7 p.m. may be issued the next business day.
Massachusetts annual report
Every LLC files its annual report on or before the anniversary of its organization. The fee is $500 by mail, and the online or fax route adds a $20 expedite fee. Corporations file within two and a half months after their fiscal year closes. They pay $125 by mail or $100 plus $10 online, with a higher fee when late.
The fee, the due date, late penalties and the filing steps are in our Massachusetts annual report guide.
Two years of missed reports can lead to dissolution, with 90 days after notice to cure. For other states' dates, see our annual report deadlines by state.
Business names in Massachusetts
An LLC name must include "limited liability company", "limited company", or a short form such as LLC, L.L.C., LC or L.C. No name may be the same as or deceptively similar to a corporation, limited partnership or LLC already organized, reserved or registered in Massachusetts, unless that entity gives written consent filed with the Secretary.
| LLC name must include | "limited liability company", "limited company", L.L.C., L.C., LLC or LC (malegislature.gov, checked ) |
|---|---|
| How different a name must be | Name may not be the same as, or deceptively similar to, the name of any corporation, limited partnership or LLC organized, reserved, or registered in the Commonwealth, except with written consent filed with the Secretary. M.G.L. c.156C s.3. (malegislature.gov, checked ) |
| Reservation fee | $30 (sec.state.ma.us, checked ) |
Reserving a business corporation name costs $30. The length of a reservation was not on the pages we read, so check with the Division before you rely on it.
Massachusetts Certificate of Good Standing
The Division issues a Certificate of Good Standing for $25 for most entity types, including domestic profit corporations and LLCs. Some forms name it a Certificate of Legal Existence. Make sure your annual reports are current before you order.
What it costs, where to order it and what blocks it are in our Massachusetts good standing guide.
In person, you can wait for up to five certificates at the counter. Our guide to the certificate of good standing explains how other states compare.
Contact the Secretary of the Commonwealth
| Office | Secretary of the Commonwealth of Massachusetts (sec.state.ma.us, checked ) |
|---|---|
| Division | Corporations Division (sec.state.ma.us, checked ) |
| Officeholder | William Francis Galvin (sec.state.ma.us, checked ) |
| Phone | 617-727-9640 (sec.state.ma.us, checked ) |
| Hours | Filing room: Monday to Friday, 8:45 a.m. to 4:00 p.m. Public room and phone room: Monday to Friday, 8:45 a.m. to 5:00 p.m. (sec.state.ma.us, checked ) |
| Mailing address | Secretary of the Commonwealth, Corporations Division, One Ashburton Place, 17th Floor, Boston, MA 02108 (sec.state.ma.us, checked ) |
| Street address | One Ashburton Place, 17th Floor, Boston, MA 02108 (sec.state.ma.us, checked ) |
Plan visits around the hours: the filing room opens at 8:45 a.m. and closes at 4:00 p.m., an hour before the public room. Faxed filings go to 617-742-4538. Keep the identification number handy when you call.
Sources
- www.sec.state.ma.us/divisions/about-us/contact-us.htm: office name, division, mailing address, street address, phone, contact page, hours. Checked .
- www.sec.state.ma.us/divisions/cis/guide/secretary.htm: officeholder. Checked .
- corp.sec.state.ma.us/corpweb/CorpSearch/CorpSearch.aspx: business search. Checked .
- corp.sec.state.ma.us/corpweb/CorpSearch/SearchOnlineHelp.aspx: search fields, search tips. Checked .
- corp.sec.state.ma.us/CorpWeb/NameReservation/SearchNameRes.aspx: name check. Checked .
- malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter156c/Section3: LLC name endings, name rule. Checked .
- www.sec.state.ma.us/divisions/corporations/download/Fee_Schedule.pdf: name reservation fee, corporation filing fee, report fee. Checked .
- malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter156c/Section12: LLC filing fee. Checked .
- www.sec.state.ma.us/divisions/corporations/general-information/corporations-filing-fees.htm: expedite fees, certificate fee. Checked .
- www.mass.gov/doc/950-cmr-104-business-corporations/download: status terms. Checked .