In Massachusetts, all organized and registered entities are required to file an annual report with the Massachusetts Secretary of State, Corporations Division, and pay the applicable annual fee. Depending on the type of entity that you operate, the deadlines for filing annual reports vary. Make sure to mark your calendar and stay on top of these deadlines so that you can maintain the legal status of your entity.
Domestic (Massachusetts) and Foreign Corporation - File 2.5 months from the end of the fiscal year. For most corporations ending the fiscal year on December 31st, this means the annual report must be filed no later than March 15th.
Domestic and Foreign Non-Profit Corporations - File by November 1st. This excludes churches, hospitals, religious organizations, schools, universities and colleges, and some library institutions.
Domestic and Foreign Limited Liability Company (LLC) - File by the anniversary date of the LLC. This means that the date that the entity was organized in Massachusetts, which will vary for each LLC.
Recall from past blog entries that filing the annual report for your business is crucial for a number of reasons. The most important reason is that if you do not file your annual reports and pay the application fee to the Secretary of State in Boston, he will administratively dissolve your entity. Upon dissolution, you are no longer a legal entity and have no authority to conduct business, such as entering into contracts, filing a lawsuit on behalf of the entity, etc. Based on past experience, it sometimes takes several years of unfiled annual reports and fees to accumulate before this occurs, however, there are reported instances where dissolution can occur after a number of months. It really depends on how quickly the Secretary of State Office discovers that your reports and fees are delinquent. It is an all too common occurrence that many businesses discover after several months (and sometime years) that the entity was dissolved, which leaves business owners scratching their heads as to what types of new issues may present themselves as a result of dissolution. It is, therefore, recommended to stay on top of the annual report and fee deadlines and requirements, or contact a business lawyer if your business lies in a state of dissolution.