Single-Member LLC in Massachusetts (2026)

Q: How much does it cost to start a single-member LLC in Massachusetts?

The Certificate of Organization costs $500, or $520 if you file online or by fax, paid to the Secretary of the Commonwealth's Corporations Division. A federal EIN is free from the IRS. After formation, every Massachusetts LLC owes a $500 annual report each year on its formation anniversary.

Q: How is a Massachusetts single-member LLC taxed?

By default the IRS disregards it, so the owner reports business income and expenses on Schedule C with Form 1040 and pays self-employment tax of 15.3% on net earnings via Schedule SE. Massachusetts generally follows that classification, taxing the income on the owner's personal state return.

Q: Does a Massachusetts single-member LLC need an EIN?

Not always for income tax, but almost always in practice. An SMLLC with employees or certain excise tax obligations must have its own EIN. Even without employees, most banks require an EIN to open a business account, and the IRS issues one free of charge.

Q: Is an operating agreement required for a Massachusetts SMLLC?

No. Massachusetts does not require an operating agreement and none is filed with the state. Writing one is still strongly advised: it evidences the separation between owner and company, sets succession terms, and is routinely requested by banks, lenders, and title companies.

Q: What is the Massachusetts LLC annual report fee?

The annual report fee is $500, or $520 when filed online or by fax, due on the anniversary of the LLC's formation. The same fee applies whether the LLC has one member or many. Failing to file leads to administrative dissolution of the company.

Q: Does a single-member LLC protect personal assets in Massachusetts?

Generally yes, provided the owner respects the separation. Chapter 156C shields members from the LLC's debts, but commingling funds, signing personally, or ignoring formalities can expose the owner. A dedicated bank account and clear records are the practical safeguards.

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 20, 2026 · Last updated Aug 20, 2026

A Massachusetts single-member LLC (SMLLC) is an LLC with one owner. You create it by filing a Certificate of Organization under M.G.L. c. 156C with the Secretary of the Commonwealth's Corporations Division for $500, and every Massachusetts LLC then files a $500 annual report. The IRS treats an SMLLC as a disregarded entity by default.

Quick Answer

Formation document: Certificate of Organization, M.G.L. c. 156C §12
Filing fee: $500 ($520 filed online or by fax)
Agency: Secretary of the Commonwealth, Corporations Division
Annual report: $500 per year ($520 online/fax), due on the formation anniversary
Federal tax default: Disregarded entity - Schedule C on the owner's Form 1040
Resident agent: Required; must have a Massachusetts street address

What a Single-Member LLC Is in Massachusetts

A single-member LLC is not a separate species of company under Massachusetts law. Chapter 156C of the General Laws, the Massachusetts Limited Liability Company Act, expressly permits an LLC with one member, and that company is governed by the same statute, files the same documents, and pays the same fees as a multi-member LLC. The difference is entirely in ownership and federal tax treatment, not in state formation.

That single-owner structure is why so many Massachusetts consultants, contractors, therapists, and online sellers choose it. It gives the owner a distinct legal entity that can hold contracts, a bank account, and insurance in its own name, while keeping the tax reporting as simple as a sole proprietorship. If you are still comparing structures, read what an LLC is and LLC vs sole proprietorship first.

One caution specific to single-member companies: because there is no second owner to enforce formalities, courts and creditors look harder at whether the owner actually respected the separation. Commingling personal and business money is the fastest way to weaken the liability shield. Keep a dedicated business bank account, sign contracts in the LLC's name, and document transfers between yourself and the company.

Forming a Massachusetts SMLLC

Formation happens when the Corporations Division accepts your Certificate of Organization. The filing fee is $500, or $520 if you file online or by fax - Massachusetts is one of the more expensive states to form in, and that difference is worth budgeting for up front. Compare it against other states with how much an LLC costs, and see Massachusetts LLC cost for the full fee picture.

The certificate must include the LLC's name (with an approved designator such as "LLC" or "Limited Liability Company"), the street address of the office where records are kept, the general character of the business, the name and Massachusetts street address of the resident agent, and the signature of an authorized person. Check the name first with the Massachusetts business entity search; the Corporations Division rejects names that are not distinguishable from an existing record.

Massachusetts calls the required agent a resident agent rather than a registered agent, but the function is the same: a person or company with a real Massachusetts street address who accepts service of process during business hours. You may serve as your own agent if you live in Massachusetts, though a commercial agent keeps your home address off the public record and guarantees someone is available to sign for a lawsuit.

The Operating Agreement

Massachusetts does not require an LLC to have a written operating agreement, and no agreement is filed with the state. For a single-member LLC it is still the most useful document you will write. It records that the LLC exists separately from you, sets out how you contribute and withdraw money, names who takes over if you die or become incapacitated, and gives a bank or a title company something concrete to rely on. See Massachusetts operating agreement for what to include, and the single-member template guide for the clauses that matter when there is only one owner.

Federal Tax Treatment of a Massachusetts SMLLC

By default, the IRS disregards a single-member LLC for income tax. The company files no federal income tax return of its own; instead the owner reports the business's income and expenses on Schedule C with Form 1040. Net earnings from that business are subject to self-employment tax at 15.3% - 12.4% Social Security up to the annual wage base plus 2.9% Medicare - computed on Schedule SE. See self-employment tax and the SE tax calculator to estimate the bill.

Disregarded status applies only to income tax. For federal employment and certain excise taxes the IRS treats the SMLLC as a separate entity, which is why an SMLLC with employees needs its own EIN and files payroll returns in the LLC's name. An SMLLC with no employees can technically use the owner's Social Security number, but almost every bank asks for an EIN, and the IRS issues one free - see how to get an EIN.

An owner who is consistently profitable sometimes elects S-corporation treatment on Form 2553 to split earnings between a reasonable salary and distributions, reducing self-employment tax on the distribution portion. The election adds payroll filings and cost, so it usually only makes sense above a certain profit level; weigh it with S-corp vs LLC.

Massachusetts State Taxes

Massachusetts generally follows the federal classification, so a disregarded SMLLC's income flows onto the owner's Massachusetts personal income tax return rather than being taxed at the entity level. If you sell taxable goods or services you register with the Department of Revenue and collect sales tax; if you hire, you register for withholding and unemployment insurance. See Massachusetts LLC tax filing for the return-by-return detail and business licenses in Massachusetts for permits that sit on top of tax registration.

Annual Report and Ongoing Compliance

Every Massachusetts LLC, including a single-member LLC, files an annual report with the Corporations Division. The fee is $500, or $520 filed online or by fax, and it is due on the anniversary of formation. That recurring $500 is the single largest ongoing cost of a Massachusetts LLC and the number most often missed by owners who assumed Massachusetts worked like a low-fee state. Details are in Massachusetts annual report.

Item	Amount	When
Certificate of Organization	$500 ($520 online/fax)	One time, at formation
Annual report	$500 ($520 online/fax)	Every year, on the formation anniversary
Certificate of Cancellation	$100 ($120 online/fax)	One time, at dissolution
Federal EIN	$0	One time
Resident agent	$0 if you serve yourself; commercial fees vary	Ongoing

Beyond the report, keep the entity's records current: update the resident agent if the address changes, keep the operating agreement with your books, and file amendments when the certificate's facts change. Missing the annual report leads to administrative dissolution, and reviving a dissolved LLC costs more than staying current.

Closing a Massachusetts SMLLC

Winding up a single-member LLC means paying or providing for creditors, distributing what is left to yourself, and filing a Certificate of Cancellation with the Corporations Division for $100 ($120 online or by fax). Do not simply stop filing - an abandoned LLC keeps accruing report obligations and can leave the owner arguing about liability years later. File final federal and Massachusetts returns, close payroll accounts, and cancel permits. Step-by-step guidance is in how to dissolve an LLC in Massachusetts and the national dissolution guide.

Frequently Asked Questions

How much does it cost to start a single-member LLC in Massachusetts?

$500 for the Certificate of Organization, or $520 online or by fax. The EIN is free, and the $500 annual report starts the following year.

How is a Massachusetts single-member LLC taxed?

As a disregarded entity by default: Schedule C on Form 1040 plus 15.3% self-employment tax on net earnings. Massachusetts follows the federal classification.

Does a Massachusetts single-member LLC need an EIN?

Yes if it has employees or excise tax duties, and in practice for banking. The IRS issues EINs free - see how to get an EIN.

Is an operating agreement required for a Massachusetts SMLLC?

No, but it is strongly advised. It documents the owner-company separation and is routinely requested by banks and lenders.

What is the Massachusetts LLC annual report fee?

$500 per year ($520 online or by fax), due on the formation anniversary. Missing it leads to administrative dissolution.

Does a single-member LLC protect personal assets in Massachusetts?

Generally yes under M.G.L. c. 156C, as long as you keep business and personal finances genuinely separate.

Sources

Massachusetts General Laws - Chapter 156C, Limited Liability Company Act.
Massachusetts General Laws - c. 156C §12 (Certificate of Organization contents).
Massachusetts General Laws - c. 156C §2 (definitions, one or more members).
Massachusetts General Laws - c. 156C §5 (resident agent).
Massachusetts General Laws - c. 156C §45 (annual report).
Massachusetts Secretary of the Commonwealth - Corporate Database search.
Massachusetts General Laws - c. 62 §4 (personal income tax rates).
Massachusetts General Laws - c. 64H §2 (sales tax).
IRS - Single Member Limited Liability Companies.
IRS - Self-Employment Tax (15.3% rate).
IRS - Get an Employer Identification Number.
IRS - About Form 2553 (S-corporation election).

LegalGlass provides general information for educational purposes and is not legal advice, is not a law firm, and is not a substitute for advice from a licensed attorney or tax professional. Laws, fees, and thresholds change; verify current amounts with the Massachusetts Secretary of the Commonwealth and the Massachusetts Department of Revenue before acting.