The 2026 update: most Massachusetts LLCs no longer file
The federal Corporate Transparency Act (CTA) briefly required almost every US LLC to file a Beneficial Ownership Information (BOI) report with FinCEN. That changed: under FinCEN’s interim final rule of March 2025, entities formed in the United States — including your Massachusetts LLC, and including non-resident-owned LLCs — are exempt and file nothing. Massachusetts never ran a BOI registry; this was always federal, and the federal obligation for domestic entities has been removed.
⚠️ The CTA was enjoined and reinstated several times in 2024–2025 before this rule, and it could change again — confirm the current status at fincen.gov/boi before acting.
Who still has to file
Only a “foreign reporting company”: an entity formed under the law of a foreign country that has registered to do business in Massachusetts (or another US state) by filing with the secretary of state. If your LLC was formed in Massachusetts or any US state, that is not you — you are exempt. Foreign reporting companies also do not report their US-person owners.
If you are a foreign reporting company: how to file
Deadlines: registered in the US before March 26, 2025 → was due April 25, 2025; registered on or after March 26, 2025 → 30 days after registration is effective; later changes → 30 days. You report the company (legal name, US address, formation jurisdiction, EIN) and each non-US beneficial owner (name, date of birth, residential address, an ID number from a passport or similar, and an image of it).
- Go to boiefiling.fincen.gov and choose “Online BOIR” (free).
- Enter the company details, then each beneficial owner.
- Upload an image of each owner’s ID and submit; save the confirmation.
Penalties
The $591/day civil penalty — and up to $10,000 plus 2 years for willful violations — applies only to foreign reporting companies that fail to file. A US-formed Massachusetts LLC has no filing obligation, so there is nothing to penalize.
Bottom line for a normal Massachusetts LLC in 2026: no BOI filing required. Do not pay a service to file one for a US-formed LLC. Keep good internal ownership records anyway — they still matter for bank KYC, your operating agreement, and taxes.