Alexandrov, Metzger, & Flannagan

 FILING FACTS: (10/1/08)

The Secretary of the Commonwealth of Massachusetts has issued a warning on its website about an entity called, “Massachusetts Corporate Compliance,” which has mailed solicitations to numerous Massachusetts corporations offering to complete corporate meeting minutes on behalf of the corporation for a fee.  The solicitations imply that such filing of the minutes is required under Massachusetts law when in fact it is not.  If you have received any communication from this entity please call me before contacting this entity.

The following are the annual filing requirements with the Secretary of the Commonwealth of Massachusetts for corporations and limited liability companies:

• Corporations (Domestic and Foreign) - must file an annual report within 2½ months after the close of a corporation’s fiscal year.  Waiting to file the report until the corporation’s tax returns are filed could result in a late filing and additional filing fees with the Secretary.  The Secretary has a form on which the report is to be filed on.  The fee for this annual report is $125.00, while if it is done electronically the fee is $100.00.  The fee for untimely filings is $150.00.  Minutes are not required to be filed.

• Limited Liability Companies - must file an annual report on or before the anniversary of the filing of the original certificate of organization.  Waiting to file the report until the corporation’s tax returns are filed could thus result in a late filing and additional filing fees with the Secretary. There is no set form for the report, but it must contain all of the information included in the original certificate, and most reports typically follow the same format.  The fee for this annual report is $500.00.    

It is vital that all the formalities of corporations and limited liability companies are observed, since failure to observe these formalities could result in additional fees and fines, involuntary dissolution of the corporation and potential personal liability to shareholders.  Alexandrov, Metzger & Flannagan can create and maintain business entities so as to avoid any of these pitfalls.  We would be glad to discuss these services with you. 

Please call us if you are interested or have any questions.

Posted by: Chris Metzger

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