Massachusetts LLC vs Minnesota LLC (2026)
Written for owners based in Massachusetts.
Verdict: for most owners, form where the business is based
Minnesota's advertised $135 is the mail-only price. Filing online or at the counter, which is how most people actually form, costs $155 because those channels are the expedited tier. Massachusetts has the same online-costs-more quirk, $500 by mail against $520 electronically, and then $520 every anniversary. The Minnesota annual renewal is free but carries no grace period, and missing December 31 terminates the LLC outright, so five years there is $155 against $3,120 here. A $500 Massachusetts registration is the price of using that LLC from here.
Based in Minnesota? Read Minnesota LLC vs Massachusetts LLC →
Compare Massachusetts LLC vs Minnesota LLC on filing fees, taxes, privacy laws, and annual costs. Find out which state is actually better for your business.
By Edmond Hui · Last updated: September 23, 2026
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| Factor | Massachusetts | Minnesota |
|---|---|---|
| Filing Fee | $500 by mail, $520 online (mandatory $20 expedite fee) | $135 by mail, $155 online or in person |
| Processing Time | Not published by the state | Not published by the state |
| Annual Report Fee | $500 by mail, $520 online | $0 |
| Annual Report Due | Anniversary date | December 31 |
| State Income Tax | Yes | Yes |
| Anonymous LLC | No | No |
| Publication Requirement | No | No |
| Foreign LLC Cost (if forming out-of-state) | N/A, you're in your home state | $500 + registered agent ~$150/yr |
Full fee breakdown for either state: Massachusetts LLC cost and Minnesota LLC cost. Owner privacy options for either state: Massachusetts anonymous LLC guide and Minnesota anonymous LLC guide.
Business Climate: Massachusetts vs Minnesota
| Factor | Massachusetts | Minnesota |
|---|---|---|
| 5-year business survival rate | 52.7% (#18 of 51) | 54.9% (#6 of 51) |
| Business application growth (2026 YTD (Jan to Jul) vs 2025 YTD (same months)) | +11.9% YoY (#21 of 51 by volume) | +6.5% YoY (#29 of 51 by volume) |
Sources: U.S. Bureau of Labor Statistics, Business Employment Dynamics · U.S. Census Bureau, Business Formation Statistics (BFS)
Compare LLC Costs: Massachusetts vs Minnesota
Massachusetts
Minnesota
A figure shown as "from" is the least the state can charge, not a price. Tennessee's report is $300 for up to six members and $50 for each member above six, its franchise tax is the greater of $100 or 0.25% of Tennessee net worth, Wyoming's report is the greater of $60 or $.0002 per dollar of in-state assets, Kentucky's entity tax is $175 up to $3 million of gross receipts and graduated above it, and New York's annual filing fee is graduated on New York source gross income. A total that contains one of those is shown as "from" for the same reason. Costs include every mandatory state charge: the filing fee, the report fee (annualised where a state files biennially), any state entity-level tax shown in its own row above, a one-time publication cost where the state publishes a rate for it, and any one-time registration charge a state requires before the LLC may trade. Two exclusions follow from that wording. Arizona and Nebraska require publication and publish no rate, so no newspaper cost is carried for either and their totals are not the whole cost. Alaska's $50 annual state business licence is a separate charge from the Secretary of State fees and is not carried here either. Annualising makes the 1, 3 and 5 year rows a cost of ownership rather than a payment schedule: a biennial state charges its whole report fee in the years it falls due and nothing in between. Entity-level taxes that only apply after a corporate election, or above an owner or income threshold, are excluded and flagged on the state's own cost page. New York's publication cost is carried at a $250 floor, roughly $200 of newspaper cost in a low-cost county plus the $50 Certificate of Publication fee. No county-clerk-designated New York City newspaper publishes a rate card, so the four-figure NYC estimates in wide circulation cannot be traced to a primary source and are not asserted here; budget for materially more than the floor if you file in a NYC county. Every fee was verified against the state's own fee schedule, statute, or revenue authority on 29 July 2026. Excludes registered agent and legal fees. For informational purposes only, not legal or tax advice.
Filing Fees & Formation Costs
Massachusetts charges $520 to form an LLC, while Minnesota charges $155. Minnesota is $365 cheaper upfront. The cost that usually gets overlooked: if you form in Minnesota but operate in Massachusetts, you must also register as a foreign LLC in Massachusetts (a $500 filing) and maintain a registered agent in Minnesota (typically around $150 per year). That puts the realistic first-year cost of the Minnesota route at roughly $805, versus $520 for simply forming in Massachusetts. Speed isn't a basis for choosing between them: neither Massachusetts nor Minnesota publishes a standard processing time, so any figure comparing the two is guesswork.
Taxes: Massachusetts vs Minnesota
Both Massachusetts and Minnesota levy a personal income tax on pass-through business income, and your LLC's profits will be taxed where you live and operate. Forming in Minnesota doesn't change what a Massachusetts-based owner pays. Massachusetts taxes wage and pass-through income at 5.0%, plus a 4% surtax on taxable income above the inflation-adjusted threshold ($1,107,750 for tax year 2026). Minnesota levies a graduated individual income tax (four brackets, 5.35% to 9.85%) on wage and pass-through business income, administered by the MN Department of Revenue. No separate franchise or excise tax on LLCs taxed as partnerships/disregarded entities, but the mandatory $500 annual report fee is among the highest in the nation. No franchise tax, but LLCs taxed as partnerships or S corporations owe Minnesota's 'minimum fee' (tiers starting at $250) if the sum of Minnesota property, payroll, and sales/receipts is at least $1,250,000 (inflation-adjusted); single-member LLCs reporting on the owner's Form M1 are exempt.
Privacy & Asset Protection
Neither Massachusetts nor Minnesota offers anonymous LLC formation: both states require owner or manager information on public filings. Minnesota's Articles of Organization require only organizer names, but under Minnesota law the mandatory annual renewal must include the name and business address of 'the manager of a limited liability company, or chief executive officer,' so at least one governing person appears on a routine public filing. Business owners who prioritize privacy typically form a holding company in a state like Wyoming or New Mexico instead. Both states provide charging-order protection for LLC members, and for most small businesses the practical difference in asset protection between the two is minimal.
Annual Maintenance Costs
Massachusetts LLCs file an annual report ($520, due in the anniversary month), and Minnesota LLCs file a free annual report (due December 31). If you form in Minnesota while operating in Massachusetts, you maintain filings in both states, Minnesota's report plus Massachusetts's equivalent for your foreign registration, and pay a Minnesota registered agent roughly $150 per year. Counting report fees, the agent and any entity-level tax, that brings the Minnesota route to roughly $670 a year, versus about $520 to keep a domestic Massachusetts LLC in good standing. The taxes inside those totals: No separate franchise or excise tax on LLCs taxed as partnerships/disregarded entities, but the mandatory $500 annual report fee is among the highest in the nation. No franchise tax, but LLCs taxed as partnerships or S corporations owe Minnesota's 'minimum fee' (tiers starting at $250) if the sum of Minnesota property, payroll, and sales/receipts is at least $1,250,000 (inflation-adjusted); single-member LLCs reporting on the owner's Form M1 are exempt.
When Minnesota Actually Makes Sense
Forming in Minnesota makes sense in a few specific situations: your business genuinely operates in Minnesota, with a real office, employees, or property there, or you're relocating to Minnesota in the near future. For a typical small business based in Massachusetts, none of these usually apply. Registering a Minnesota LLC to do business back home means $500 in Massachusetts foreign-registration fees, on top of Minnesota's $155 formation fee, while Massachusetts's own annual report runs $520 a year and is due in the anniversary month. When in doubt, form where you actually do business.
Frequently Asked Questions
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Sources
Each entry below is a document recorded in our verified sources, and each entry says what the document is. Some statutory text is read from an accurate mirror rather than from the state's own host, and those say so. Where we hold the citation but no stable public link, the citation is printed on its own rather than pointed at a guessed address.
- Minnesota statute: Minn. Stat. § 322C.0201 (articles of organization contents)
- Minnesota statute: Minn. Stat. § 5.34(a)(5) (annual renewal contents)
- sec.state.ma.us/divisions/corporations/filing-by-subject/limited-liability/corporations-limited-liability-company.htmMassachusetts Secretary of the Commonwealth, Corporations Division: business entity filings
- sec.state.ma.us/divisions/corporations/download/Fee_Schedule.pdfMassachusetts LLC filing fees
- sos.mn.gov/business-liens/business-forms-fees/minnesota-limited-liability-company-forms/Minnesota Secretary of State: business entity filings
- sos.mn.gov/media/2851/businessentityfees.pdfMinnesota LLC filing fees
Edmond Hui · Founder, MyStateLLC
Edmond Hui is a software engineer and serial entrepreneur based in New York who has founded multiple online businesses across e-commerce, media, and information publishing. Before transitioning into tech, he spent years as a commercial real estate professional closing deals totaling over 100,000 square feet, giving him firsthand experience with business formation and entity structuring. He built MyStateLLC to provide the free, state-specific LLC guidance he wished existed when forming his own companies.