For non-US owners of a Massachusetts LLC
Foreign-Owned Massachusetts LLC: State Report, Tax and IRS Filing
A Massachusetts LLC owned from abroad has a state duty and a federal one. Miss the state one and the LLC can lose its good standing; miss the federal one and the IRS penalty is US$25,000. This page sets out both.
Quick answer
What does a foreign-owned Massachusetts LLC have to file each year?
With Massachusetts: Annual Report (Corporations Division, Secretary of the Commonwealth). Fee: US$500. Due: On or before the anniversary date of the filing of the original certificate of organization, every year. With the IRS: Form 5472 with a pro forma Form 1120 for any year with a transaction between the LLC and its foreign owner, with a US$25,000 penalty if missed.
At a glance
- Massachusetts yearly report
- Annual Report (Corporations Division, Secretary of the Commonwealth)
- Massachusetts fee
- US$500
- Massachusetts due date
- On or before the anniversary date of the filing of the original certificate of organization, every year.
- IRS filing
- Form 5472 with a pro forma Form 1120; US$25,000 penalty if missed
- Fees
- See our Form 5472 filing service page, or request a quote
Federal filings, whatever Massachusetts requires
| Filing | When | Source |
|---|---|---|
| Form 5472 with a pro forma Form 1120 | Each year the LLC has a reportable transaction with its foreign owner; US$25,000 penalty if missed | IRS |
| BE-13 | Generally within 45 days of a foreign person setting up or buying a US business | BEA rule |
| Form 1040-NR | Only if the LLC has income effectively connected with a US trade or business | IRS |
None of these depend on the state. A Massachusetts LLC files them on the same terms as an LLC formed anywhere else.
Massachusetts filings for a foreign-owned LLC
These are the state-level duties of a Massachusetts LLC, as published by Massachusetts (Massachusetts official source, tax source). State figures checked October 28, 2026.
| Item | Massachusetts |
|---|---|
| Yearly report | Annual Report (Corporations Division, Secretary of the Commonwealth) |
| Fee | US$500. US$500 per annual report (950 CMR 112 fee schedule). |
| Due | On or before the anniversary date of the filing of the original certificate of organization, every year. |
| State tax | None for a disregarded LLC. Massachusetts follows federal classification; DOR Letter Ruling 00-8 and Directive 00-4 state that a disregarded single-member LLC is not a corporation for corporate excise purposes, so the $456 minimum corporate excise does not apply (exception: disregarded LLCs owned by an S corporation, per TIR 04-4). |
| If it is late | No late fee is listed. If annual reports are not filed for two years, the Secretary may begin administrative dissolution under M.G.L. c.156C s.70; the LLC has 90 days after notice to cure. Reinstatement requires filing all overdue annual reports plus a $100 reinstatement fee. |
Easy to miss: The report is due on the formation anniversary, not a fixed calendar date, and costs $500 every year regardless of income.
Dates to keep
| Who | What and when |
|---|---|
| State | Annual Report (Corporations Division, Secretary of the Commonwealth): On or before the anniversary date of the filing of the original certificate of organization, every year. |
| IRS | Form 5472 with the pro forma Form 1120, normally by April 15 for a calendar-year LLC (Form 7004 extends it) |
| Once | BE-13 within 45 days of formation, if it applies |
How we help
We prepare Form 5472 and the pro forma Form 1120 for foreign-owned Massachusetts LLCs, or the full year under our annual package. Fees are on our Form 5472 filing service. Gurleen Kaur, CPA licensed in British Columbia and Washington State, signs. We remind you of the Massachusetts date; the state report itself is filed with Massachusetts.
See the annual compliance package, best state for non-US founders and US LLC tax by country.
Law references for a Massachusetts LLC
Massachusetts
- State rules: Massachusetts official page, Massachusetts tax page.
Federal
- Form 5472: Internal Revenue Code section 6038A and Treas. Reg. section 1.6038A-1; T.D. 9796 treats a foreign-owned single-member LLC as a corporation for this purpose (IRS).
- Effectively connected income and Form 1040-NR: Code sections 864 and 871 (IRS Pub 519).
- BE-13: 15 CFR 801.7 (eCFR).
Other states
All 50 states and DC in one table: US LLC annual fees by state.
- Wyoming
- Delaware
- Florida
- Texas
- Nevada
- Colorado
- Montana
- South Dakota
- Missouri
- Ohio
- Arizona
- California
- New York
- Washington
- Illinois
- Alabama
- Alaska
- Arkansas
- Connecticut
- Georgia
- Hawaii
- Iowa
- Kentucky
- Maine
- Maryland
- Michigan
- Minnesota
- Mississippi
- New Hampshire
- New Jersey
- North Carolina
- North Dakota
- Oklahoma
- Oregon
- Pennsylvania
- Rhode Island
- South Carolina
- Tennessee
- Utah
- Vermont
- Virginia
- West Virginia
Common questions
Does a foreign-owned Massachusetts LLC file an annual report?
Annual Report (Corporations Division, Secretary of the Commonwealth). Fee: US$500. Due: On or before the anniversary date of the filing of the original certificate of organization, every year.
Does a Massachusetts LLC owned by a non-US person pay Massachusetts tax?
None for a disregarded LLC. Massachusetts follows federal classification; DOR Letter Ruling 00-8 and Directive 00-4 state that a disregarded single-member LLC is not a corporation for corporate excise purposes, so the $456 minimum corporate excise does not apply (exception: disregarded LLCs owned by an S corporation, per TIR 04-4).
What happens if the Massachusetts filing is late?
No late fee is listed. If annual reports are not filed for two years, the Secretary may begin administrative dissolution under M.G.L. c.156C s.70; the LLC has 90 days after notice to cure. Reinstatement requires filing all overdue annual reports plus a $100 reinstatement fee.
Does a foreign-owned Massachusetts LLC file with the IRS?
Yes. Form 5472 with a pro forma Form 1120 for any year with a reportable transaction with the foreign owner, including the money used to form it. The penalty for missing it is US$25,000. This is separate from the state filing.
Sources
Every rule and figure on this page links to the IRS, CRA or other official source it comes from. Amounts change; we re-check them before each engagement.
- Massachusetts: official source
- Massachusetts: tax source
- IRS: Instructions for Form 5472
- eCFR: 15 CFR 801.7 (BE-13 reporting requirement)
- IRS: Publication 515
Gurleen Kaur, CPA licensed in British Columbia and Washington State. Last updated November 11, 2026. This page is general information, not tax or legal advice for your situation.
Related guides: US LLC fees by state, Annual compliance package, Best state for non-US founders.
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