Annual report filing for a Massachusetts corporation
Massachusetts corporations file an Annual Report with the Secretary of the Commonwealth under M.G.L. c. 156D § 16.22 within 2.5 months of fiscal year end. The fee is $125 online, and Massachusetts uses fiscal-year-anchored deadlines rather than calendar or anniversary dates.
| M.G.L. c. 156D § 16.22 | Annual report required |
|---|---|
| Filing authority | Massachusetts Secretary of the Commonwealth, Corporations Division |
| Form | Annual Report, online at corp.sec.state.ma.us |
| Deadline | Within 2.5 months after fiscal year end |
| Filing fee | $125 online ($150 paper) |
| Late consequences | Administrative dissolution under M.G.L. c. 156D § 14.21 |
| Reinstatement | M.G.L. c. 156D § 14.22 within reasonable period |
- Filed with the Massachusetts Secretary of the Commonwealth, Corporations Division
- Fee $125 online ($150 paper); due within 2.5 months after fiscal year end
- Confirms registered agent, principal office, directors, and officers
- Late filing triggers administrative dissolution under § 14.21
- Massachusetts uses fiscal-year-anchored deadlines rather than calendar or anniversary
What M.G.L. c. 156D § 16.22 requires
Section 16.22 of the Massachusetts Business Corporation Act requires every Massachusetts corporation to file an annual report with the Secretary of the Commonwealth within 2.5 months after the corporation's fiscal year end. The report confirms registered agent, principal office, directors, and officers. The fee is $125 online or $150 paper.
Fiscal-year-anchored deadlines
Massachusetts is unusual in using a fiscal-year-anchored deadline (2.5 months after fiscal year end) rather than a calendar deadline (like Florida's May 1) or an anniversary-based deadline (like Oregon or Washington). For calendar-year corporations, this means a March 15 deadline. For fiscal-year corporations, the deadline shifts accordingly. Counsel managing Massachusetts corporations alongside corporations in anniversary-based states need to track multiple cadences.
Administrative dissolution
If the annual report is not filed, the Secretary of the Commonwealth may administratively dissolve the corporation under M.G.L. c. 156D § 14.21. The Secretary provides notice before dissolution. Reinstatement under § 14.22 requires filing all delinquent reports, paying penalties, and curing the underlying defaults.
What's distinctive about Massachusetts
The fiscal-year-anchored deadline gives Massachusetts a distinctive cadence that can be helpful for corporations whose calendar already revolves around their fiscal year end (most public companies and many private corporations). The 2.5-month window is also relatively generous compared to states like Florida (fixed May 1) or Oregon (anniversary day). Massachusetts is moderate-cost for ongoing compliance, with the $125 fee in line with similar New England jurisdictions. Massachusetts requires director address disclosure, which limits the use of nominee director arrangements for privacy.
Octelligence tracks the annual return deadline alongside every other corporate obligation, prompts ahead of the due date, and stores the filed return in the minute book so the corporate registry record matches the internal record.
See Digital Corporate RecordsFilings calendar, jurisdiction-aware deadlines, and a record of every return filed in the corporate records.