Massachusetts: In order to maintain legal existence and good standing, every Massachusetts limited liability company (“LLC”) and foreign LLC registered with the Massachusetts Secretary of the Commonwealth must file an annual report with the Secretary of the Commonwealth on or before the anniversary date of the filing of its original certificate of organization (or filing date in Massachusetts for a foreign entity). The report shall contain all of the information included in its certificate of organization. The filing fee for an annual report is $500.00. Currently, the Secretary of the Commonwealth does not send notices or forms to the LLC as a reminder of the annual report filing requirements, but rather, will send notices several years later warning of involuntary dissolution unless all reports are filed. Make sure to diary your LLC’s formation date to ensure that annual reports are prepared and filed on a timely basis. For many LLC transactions, including financing and the purchase or sale of real estate or major assets, a certificate of good standing is required from the Secretary of State which cannot be issued unless all annual reports are filed. If you need assistance in determining whether you have filed your annual reports or need assistance in preparation and/or filing of the reports, please call our office.

Connecticut: Connecticut LLCs are also required to file an annual report with the Secretary of State on or before the anniversary date of the initial filing date. The fee is currently $100.00. Unlike Massachusetts, Connecticut law provides that the Secretary of State of Connecticut shall mail to each LLC a form for the annual report each year but failure to receive the form does not relieve an LLC from the filing requirement.