Massachusetts LLC vs North Dakota LLC (2026)
Written for owners based in Massachusetts.
Verdict: for most owners, form where the business is based
North Dakota is $135 to form and $50 for the annual report, but the deadline is November 15 rather than the spring date most states use, and a day late doubles the report to $100. Six months past that, the LLC ceases to exist by operation of law, with no hearing and the Secretary of State's determination final. Massachusetts sets its deadline on the certificate's own filing anniversary and charges $520 for it, after the $520 that makes year one $1,040. An owner here who forms in North Dakota pays $500 to register the company back into Massachusetts.
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Compare Massachusetts LLC vs North Dakota 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 | North Dakota |
|---|---|---|
| Filing Fee | $500 by mail, $520 online (mandatory $20 expedite fee) | $135 |
| Processing Time | Not published by the state | Not published by the state |
| Annual Report Fee | $500 by mail, $520 online | $50 |
| Annual Report Due | Anniversary date | November 15 |
| 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 North Dakota LLC cost. Owner privacy options for either state: Massachusetts anonymous LLC guide and North Dakota anonymous LLC guide.
Business Climate: Massachusetts vs North Dakota
| Factor | Massachusetts | North Dakota |
|---|---|---|
| 5-year business survival rate | 52.7% (#18 of 51) | 54.4% (#7 of 51) |
| Business application growth (2026 YTD (Jan to Jul) vs 2025 YTD (same months)) | +11.9% YoY (#21 of 51 by volume) | +14% YoY (#50 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 North Dakota
Massachusetts
North Dakota
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 North Dakota charges $135. North Dakota is $385 cheaper upfront. The cost that usually gets overlooked: if you form in North Dakota but operate in Massachusetts, you must also register as a foreign LLC in Massachusetts (a $500 filing) and maintain a registered agent in North Dakota (typically around $150 per year). That puts the realistic first-year cost of the North Dakota route at roughly $785, versus $520 for simply forming in Massachusetts. Speed isn't a basis for choosing between them: neither Massachusetts nor North Dakota publishes a standard processing time, so any figure comparing the two is guesswork.
Taxes: Massachusetts vs North Dakota
Both Massachusetts and North Dakota 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 North Dakota 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). 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.
Privacy & Asset Protection
Neither Massachusetts nor North Dakota offers anonymous LLC formation: both states require owner or manager information on public filings. North Dakota's annual report lists the LLC's managers or members. 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 North Dakota LLCs file an annual report ($50, due November 15). If you form in North Dakota while operating in Massachusetts, you maintain filings in both states, North Dakota's report plus Massachusetts's equivalent for your foreign registration, and pay a North Dakota registered agent roughly $150 per year. Counting report fees, the agent and any entity-level tax, that brings the North Dakota route to roughly $720 a year, versus about $520 to keep a domestic Massachusetts LLC in good standing. The tax 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.
When North Dakota Actually Makes Sense
Forming in North Dakota makes sense in a few specific situations: your business genuinely operates in North Dakota, with a real office, employees, or property there, or you're relocating to North Dakota in the near future. For a typical small business based in Massachusetts, none of these usually apply. Registering a North Dakota LLC to do business back home means $500 in Massachusetts foreign-registration fees, on top of North Dakota's $135 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.
- 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.nd.gov/business/business-services/business-structures/limited-liability-company-llcNorth Dakota Secretary of State: business entity filings
- ndlegis.gov/cencode/t10c32-1.pdfNorth Dakota 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.