Massachusetts LLC Annual Report: Company Info and Financials

The Massachusetts LLC Annual Report is a form that must be filed with the Secretary of the Commonwealth every year after your LLC’s annual meeting. This short article will guide you through filling out this form and making payment to the Commonwealth.

There are two formats for these reports:

  • one that covers domestic (US-based) LLCs
  • another covering foreign (out-of-state/country) LLCs.

Fortunately, both formats are based on the same reporting guidelines, so the bulk of our work here can be done using examples from Form 3 – Domestic or Form 3CR – Out of State/Country. A blank copy of these forms can be downloaded at sos.state.ma.us (under “online services”).

On the left-hand side is a link to the Secretary of State’s Online Services. On this page, under “Business Forms,” are downloadable forms for your perusal.

What Is an Annual Report?

The LLC Annual Report is a form that must be filed with the Secretary of the Commonwealth every year after your LLC’s annual meeting. It is not submitted in place of an annual report for tax purposes-that usually comes from your resident agent or LLC management firm. This report simply informs the Massachusetts government that you are still active and running your business here.

What Must Information Be Filed?

The information required for this report might appear rather daunting at first, but it comprises pretty standard pieces of information found on other state forms, including:

  • Name of Company
  • Address of Registered Office
  • Address of Principal Place of Business
  • Date Organized
  • Type of Entity
  • Number of Shares Authorized
  • Cash Contributions to Capital
  • Indebtedness to Shareholders
  • Voting Rights
  • Total Number & Types of Employees
  • Name & Address of Each Officer and Director
  • Information on the Resident Agent

Now that we’ve broken this down by category let’s look at each one individually. Remember that this report is for Domestic (US-based) LLCs. For those in other states or countries, you should be able to apply these same rules to your own local laws and forms.

Name of Company:

You must include the name of your LLC as it appears on the articles of organization. The Secretary will not search by trade name, so if you wish to submit additional information about your business, such as a “doing business as” name, then submit that elsewhere (i.e., with your resident agent or management services).

If you’ve changed names since filing your articles or plan to in the future, you cannot update this information here. Instead, amendments for name changes must be filed with your LLC’s registered agent.

Address of Registered Office:

Here you should include the street address where official documents and communications will be accepted by the Commonwealth on behalf of your LLC. It is not required that this location is also a place of business, but it may be if desired. If no physical office exists, then an agent’s address can suffice (see below).

In “Part 2,” add a description for any post office boxes or virtual office addresses to help clarify where the business will actually be conducted from when correspondence arrives from the state.

Address of Principal Place of Business:

The Secretary requires an actual street address of where your LLC conducts its business. While this may seem redundant with the line above, it is important to remember that this report can be filed by domestic (US-based) and foreign (out of state/country) LLCs alike.

Foreign LLCs often use a post office box or virtual office address as their primary place of business, but they are still required to submit an actual location for the sake of this report. If no physical place of business exists, then an agent’s address can suffice.

Date Organized:

Here you should enter the date on which your LLC was formed under Chapter 156D or at least received its federal tax determination letter recognizing it as an LLC in good standing with the IRS.

The Secretary will search for LLC based on this date if you fail to include it in any other field. The Annual Report will not be searchable by name or other designation, so be sure your LLC’s information is complete and accurate; otherwise, it may get lost in the mix.

Type of Entity:

Here you should enter “Domestic Limited Liability Company” as a general rule, though there are other business types allowed for filing for the purpose of an annual report only. If you have a registered trade name, then that can also be entered here (see below).

Number of Shares Authorized:

In this section, you must list how many shares your LLC has authorized for issuance under its articles of organization. Remember that while the Secretary will not search by trade name, they do have the ability to search stock designations.

This means that if your LLC’s articles authorize 500,000 shares of common stock, but you only have 100 authorized for issuance, then this should be reflected here. If you later want to issue more or less than these authorized amounts, then amendments are required with your resident agent.

Cash Contributions to Capital:

Here you are required to list how much cash has been contributed by each shareholder as capital contributions at formation, during ongoing business operations, and/or upon liquidation (if applicable).

Indebtedness to Shareholders:

Here you must report any outstanding indebtedness to shareholders that remained unpaid after it was due.

Voting Rights:

Report all types of voting rights, including fractions allotted under state law for determining directors and voting members, as well as any special voting rights in the articles of organization. All rights must be in compliance with state law and not unduly restrictive in nature.

Tangible Personal Property:

This section only applies to domestic LLCs engaged in business operations involving tangible personal property, which will therefore have an impact on its value or eligibility for use elsewhere in the state (i.e., licensing).

In order to file “annually,” this report will require a valuation of all such property exceeding $25,000 from within Massachusetts with a brief description of each item that can be verified by your resident agent.

If you don’t have anything that qualifies, then leave this segment blank since it won’t even send back a rejection notice for filing incomplete information.

Why Is a Massachusetts Annual Report Required?

Massachusetts annual reports are required for all business entities to remain active under MGL Ch. 156C.

This filing requirement applies whether or not a foreign LLC has registered to transact intrastate (within the state) business, and therefore, it is subject to Section 8 of Chapter 156D and accompanying late filing fees if filed after April 15th (due date).

Failure to file your annual report results in forfeiture of its legal status as an LLC – even before you intended – and also requires restarting the process for obtaining authority to do business once again by first filing a new application, then waiting for approval from the Secretary, and finally creating a new Certificate of Organization with its own starting date.

How Do I File an Annual Report?

In order to make sure your LLC’s annual report information is kept up to date, accurate, and in compliance with Massachusetts laws, you need to file the document electronically through the Secretary of State’s online portal.

In many cases, this filing will be done at the same time as a certificate of name reservation to avoid trade name conflicts with other registered entities. If there are no additional updates that need to be made to your corporate records, then you can simply file a “certificate of organization,” – which will consume your LLC’s original formation date in doing so.

All Annual Report filings must be accompanied by an attorney certification from within Massachusetts indicating their review and/or explanation around any changes being made from previous reports. This could include non-cash capital contributions or business expansions that get reported.

Where Do I File a Massachusetts Annual Report?

As a foreign LLC, you must file your annual report with the Massachusetts Secretary of State, Corporations Division.

If you have paid for and filed a certificate of name reservation, then this will be bundled into one submission by way of an electronic data interchange (EDI) transmission – which is also known as TR-34. The filing fee to submit your Annual Report electronically is $125 in most cases.

When Is a Massachusetts Annual Report Due?

The Massachusetts Secretary of State requires all LLCs to file an Annual Report by the 15th day of the 4th month after filing its Articles of Organization.

This anniversary date is specifically written into MGL Ch. 156C, S. 8 – which refers to Section 7, where the due date is spelled out in plain language.

It cannot be extended or moved ahead. However, you can defer filing for up to two years under special circumstances. So long as you have filed your report on time each year, then you are considered “in compliance” – even if your business entity has become inactive within Massachusetts (no status update required).

What happens when you miss this deadline?

Your company will undergo administrative dissolution and be restricted from taking any official actions moving forward (even when filing for reinstatement).

What Is the Massachusetts Annual Report Filing Fee?

The fee for filing your Massachusetts LLC’s Annual Report is $125 whether you file online or by paper.

This cost can be reduced if you qualify for a group filing discount (two or more LLCs) through the Secretary of State – which is where the bulk of this fee comes from.

The process of checking eligibility, distributing login information, and submitting payment must all be completed online through the portal.

Should I Use a Registered Agent Service?

While, to some degree, your Annual Report must be filed “in the right place” by either yourself or your Registered Agent, there is no formal requirement that you go through one.

It could also be done directly with the Secretary of State if the LLC has an individual managing its corporate records.

The benefit of using a well-known Massachusetts annual report service like Virtual Assistant is that they will provide this filing without any additional costs.

Massachusetts LLC Annual Report Filing Requirements

The Annual Report must be filed in hard copy format by mail unless you have already established an electronic filing process through the Secretary of State’s online portal.

You have two choices in how to file your report:

  1. Paper Filing – Mail a completed form TR-2A (postmarked no later than midnight of the due date) along with payment of $125 via check or money order made out to the “Commonwealth of Massachusetts.” Printed copies are also accepted but remember that they’ll need to include the required legal certification from within Massachusetts.
  2. Electronic Filing through TR-34 – If you submit electronically, then only use approved computer software like Street Works, which is designed for this purpose. It will allow you to both submit and pay for your Annual Report.

You must also attach a copy of the filed Articles of Organization to prove that it is up-to-date and accurate with the information provided – this cannot be older than 90 days.

Make sure you include a cover letter or separate document with your Annual Report that contains:

  • Your name and the legal business name are listed in section B of your Articles of Organization
  • Your office address
  • The mailing address where you’d like to receive correspondence from Massachusetts Licensing authorities
  • A statement verifying that all information listed on this report is the correct and true
  • Contact information for your Registered Agent (if required) and/or yourself as an Organizer.
  • An Oath, affirmation, certification, or declaration signed by someone with proper authority within your LLC

Massachusetts Annual Report Requirements by Entity Type

1) Sole Proprietorships

None (unless you also file as a corporation)

2) Partnerships

If your business is registered as a general partnership, then no Annual Report will be required. Partnerships that are registered as either Limited Liability or Registered Limited Liability Partnerships must submit:

  • The legal name and address of the partnership.
  • A statement verifying that all information listed on this report is correct and true
  • The names and addresses of each partner – including those who have left the company recently
  • A list of any changes pertaining to members, partners, or managers during the year
  • Any changes within the Fiscal Year Covered by the Annual Report
  • Your office address
  • The mailing address where you’d like to receive correspondence from Massachusetts Licensing authorities
  • A statement verifying that all information listed on this report is the correct and true
  • Contact information for your Registered Agent (if required) and/or yourself as an Organizer
  • An Oath, affirmation, certification, or declaration signed by someone with proper authority within your LLC

3) Limited Liability Companies

If the LLC is registered in Massachusetts, then it must submit a completed Annual Report on or before the last day of the month following its Fiscal Year End. You have three choices when filing, as mentioned above.

4) Limited Liability Partnerships

If your business is registered as a general partnership, then no Annual Report will be required. P

5) Corporations

Paper File Paper Filing means exactly what it sounds like. You mail a completed form TR-2A along with payment of $125 via check or money order made out to “Commonwealth of Massachusetts” to the following address:

Office of the Secretary of State Corporation

Filing Section

251 Causeway Street

Boston MA 02114

Electronic File Electronic filing through TR-34 is just as easy. You must submit your Annual Report electronically through this online system.

Sales and Use Taxes

If you are a for-profit company registered to do business within Massachusetts, then you will likely need to pay Sales and Use Taxes.

Once your Annual Report has been processed and accepted by the Secretary of State, you will receive an official Certificate of Good Standing, which is used as proof that your company is authorized to conduct business within Massachusetts and can be used as evidence that your company is in good standing with state regulatory bodies. This certificate should be kept on file and available for any licensing agencies to review.

If the Secretary of State finds that your Annual Report has been incorrectly filed or contains incorrect information, then they may revoke your Certificate of Good Standing.

You need this document in order to maintain a registered agent, transact business as a corporation or LLC, and remain in good standing with regulatory bodies within Massachusetts.

Conclusion

Once your Annual Report is complete and you have attached the necessary documentation to it, you must mail it to the address listed above.

If your LLC operates in Massachusetts but does not conduct business within the state, then you do not need to register for a Certificate of Good Standing.

A member or manager of your LLC can obtain such a certificate from any Secretary of State in our Country by simply requesting one.

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