Massachusetts has no exemption for a deed into your own LLC, but it doesn't tax the mortgage you leave in place

The Massachusetts Exemption, and the Conditions That Void It

Chapter 64D has no entity exemption to qualify for. Its sections run from § 1 to § 13 and deal with imposition, who pays, stamps, penalties and the disposition of receipts; there is no provision about transfers to corporations, partnerships or limited liability companies anywhere in it. The only exclusions stated are in § 1 itself: "This chapter shall not apply to any instrument or writing given to secure a debt or to any deed, instrument or writing to which the commonwealth, a city or town of the commonwealth, or the United States or any of their agencies are a party." Neither reaches you.

So the analysis runs through the imposing sentence instead, and two features of it do the work. The excise reaches realty "sold" and applies where "the consideration of the interest or property conveyed, exclusive of the value of any lien or encumbrance remaining thereon at the time of the sale, exceeds one hundred dollars". The encumbrance exclusion is the unusual part and it is stated in the operative sentence rather than inferred from guidance: a mortgage the company takes the property subject to is written out of the base. That removes, in Massachusetts, the single most expensive misunderstanding in this whole subject, the owner who deeds a mortgaged rental into an LLC for nominal consideration in a state that treats the loan balance as consideration, and gets a bill computed on it.

What we are not going to tell you is that this makes the deed excise-free. That conclusion depends on how the Department of Revenue treats consideration on a transfer to an entity the grantor wholly owns, and DOR's guidance on precisely that point was unreachable: mass.gov returned HTTP 403 to every request we made, including the directive on computation of the excise and liens or encumbrances. The Secretary of the Commonwealth's registry fee page served us a 212-byte stub. The statute is the statute; the administrative gloss is a gap, and this is the question to put to the registry and to DOR before you record rather than after.

Two further points about the figures above. First, the rate shown is the rate stated in § 1. Registries in practice compute the excise at a higher effective figure than the bare statutory number, reflecting a surcharge whose enacting text we could not reach, so treat the table as reporting what the statute says, not as an estimate of what you will be billed, and ask the registry for the current computation. Second, the chapter's only geographic variation is Barnstable County's lower figure, which is a reduction rather than a stacked local charge. That is the whole of the geographic variation inside the chapter, and it is why the table declines to state a flat "no" on local add-ons.

We did not verify whether any special act authorises a separate municipal or land bank transfer fee on the Cape and Islands, and the absence of a local add-on within chapter 64D does not rule one out. The row reports what we could establish, which is that the state chapter creates none. Liability, incidentally, is fixed by G.L. c. 64D § 2: the tax "shall be paid by the person who makes or signs the deed, instrument or writing, or for whose benefit the same is made or signed."

We could not establish whether counties or municipalities in Massachusetts levy a transfer tax of their own on top of this deed. Nothing in the state chapter authorises one generally, but that is not the same as confirming none exists. A local act can sit outside the chapter we searched. Ask the register of deeds for the county the property sits in.

Authority: G.L. c. 64D § 1. malegislature.gov

Does the Transfer Reset Your Property Tax in Massachusetts?

No. Massachusetts does not cap a property’s assessed value at what you paid for it, assessments track market value on the assessor’s own cycle regardless of who holds title. A deed from you to an LLC you own does not change the assessment, because there was never an acquisition-date value locked in to lose. This is the part of the California story that gets copied onto pages about states where it simply does not apply.

The Massachusetts version of this answer is worth stating in the state's own terms, because the local vocabulary invites two specific confusions. G.L. c. 59 § 38 requires that "[t]he assessors of each city and town shall at the time appointed therefor make a fair cash valuation of all the estate, real and personal, subject to taxation therein, and such determination shall be the assessed valuation of such estate." Fair cash value, every year, for every parcel. There is no acquisition-value basis to lose and no provision anywhere making a change of ownership a revaluation event.

First confusion: Proposition 2½ is not an assessment cap. It limits what a municipality may raise in total; it does not limit what any individual parcel may be assessed at. A landlord who assumes their parcel is somehow capped and that a deed would uncap it is importing a mechanism from another state.

Second confusion, and this one is worth getting straight because the words are identical: a Declaration of Homestead under G.L. c. 188 has nothing to do with property tax. It is creditor protection for a principal residence, and it is a different statute in a different title from anything the assessors administer.

The property tax benefit that can be lost is the residential exemption at G.L. c. 59 § 5C, and it is a local option. It exists only in the municipalities whose selectmen or mayor have adopted it, so a landlord in a town that never adopted it had nothing to lose in the first place. Where it does exist, § 5C provides that "such an exemption shall be applied only to the principal residence of a taxpayer as used by the taxpayer for income tax purposes." A property held by a company and let to a tenant is not that.

One limit worth stating: the Division of Local Services, which is the agency that actually administers this, was unreachable behind the same mass.gov block, so the answer above rests on the statutory text without an agency statement behind it. The statute is unambiguous on both points.

Separately, and this catches people converting a former home into a rental: the benefits that turn on owning and occupying the property as your residence, a homestead exemption, an owner-occupancy credit, a residential assessment rate, are not things an LLC occupies a home to earn. Where the property still carries one, the deed puts it at risk, and the bill goes up whether or not the assessment itself moves. Which benefit is at stake, and on what terms, is a question for the assessor in the county the property sits in.

Authority: G.L. c. 59 § 38; G.L. c. 59 § 5C, malegislature.gov

Moving a Property You Already Own Into the LLC in Massachusetts

1. 1

   Ask the registry what it will actually charge

   The statutory rate in G.L. c. 64D § 1 and the figure registries compute in practice aren't the same number, and we couldn't reach a primary source for the difference. Call the registry of deeds for the county before you draft anything, and ask both the computation and how it treats a deed to a wholly owned entity.

2. 2

   Decide what consideration the deed will recite

   The excise attaches where consideration "exceeds one hundred dollars", and § 1 excludes from that consideration "the value of any lien or encumbrance remaining thereon at the time of the sale". Those two clauses are the entire analysis in Massachusetts, and how DOR applies them to an entity transfer is the guidance we could not read. Put the question in writing to DOR or to a conveyancing attorney.

3. 3

   Record the deed at the county registry of deeds

   Massachusetts places liability under G.L. c. 64D § 2 on "the person who makes or signs the deed, instrument or writing, or for whose benefit the same is made or signed". Which on this transaction is you on both counts. Keep the recorded instrument and whatever the registry issued with it.

4. 4

   Check whether your town has a residential exemption

   G.L. c. 59 § 5C is a local option, so the answer differs from one municipality to the next. Where it has been adopted it applies only to "the principal residence of a taxpayer as used by the taxpayer for income tax purposes", which an LLC-held rental is not. The board of assessors will tell you in one call whether there is anything here to lose.

5. 5

   If you let short-term, move the registration to the LLC

   The c. 62C, § 67 certificate is issued "for each place of business" and G.L. c. 64G, § 6 bars operating without one. After the deed, the operator is the company. If you use a platform under a § 13 written agreement, note that the intermediary must confirm the operator is registered before collecting any rent, so a stale registration can stop the collection arrangement working.

One LLC Per Property, or One for the Portfolio?

Massachusetts has no series LLC statute, so separating properties means a separate LLC for each one.

Massachusetts has no series LLC, and the negative is established from the General Court's own publication of the act rather than from memory. The Massachusetts Limited Liability Company Act is Mass. Gen. Laws ch. 156C. We retrieved the full chapter listing and enumerated all 72 sections, from Section 1 ("Short title") to Section 72; the string "series" appears nowhere in the chapter's section headings.

The two provisions that look adjacent are not. Section 21 is "Rights, powers and duties of classes or groups of members" and Section 26 is "Relative rights, duties and powers of classes or groups of managers." Classes and groups let you allocate economics and control differently among owners; neither creates a statutory liability shield between one class or group and another. There is no Massachusetts analogue to the Delaware series provision.

So separating properties means separate companies, and the Massachusetts cost of that runs through the registry. Every additional entity is another instrument through the registry of deeds, another excise computation on a base whose treatment of nominal consideration is the open question above, and another § 2 liability landing on "the person who makes or signs the deed". The practical failure mode is doing this piecemeal: a portfolio moved into entities property by property over a few years is several rounds of the same unresolved question with several different registry staff, whereas the same restructuring decided once can be put to DOR and to the registry as one question before any of it is recorded.

Practically, that leaves the familiar trade-off. Separate LLCs mean separate filing fees, separate annual reports, separate registered agents and separate bank accounts, every year, for as long as you hold the properties. One LLC holding several properties means one set of costs and one pool of assets exposed to a claim arising at any of them. Which side of that you land on is a function of how much equity is in the portfolio, and it is worth pricing the recurring cost before deciding, our Massachusetts LLC cost breakdown has the per-entity figures.

What Creditors Can Reach, What the Massachusetts Statute Says

The reason to hold a rental in an LLC is usually to keep a claim arising at the property from reaching everything else you own. The reverse question matters just as much and gets far less attention: if someone wins a judgment against you personally, can they reach the rental inside the LLC? That is what a state’s charging-order provision decides.

Massachusetts's LLC act contains no exclusive-remedy provision.

Massachusetts has a charging order section. What it does not have is an exclusivity clause, and that distinction is the whole answer here.

Mass. Gen. Laws ch. 156C, Section 40 is headed "Judgment against member payable with interest in limited liability company" and reads, in its entirety: "On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge the limited liability company interest of the member with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the limited liability company interest. This chapter does not deprive any member of the benefit of any exemption laws applicable to his limited liability company interest." Three sentences. That is the section.

What is absent is as important as what is there. There is no sentence making the charging order the exclusive remedy by which a creditor may reach the interest. The words "single member" and "sole member" do not appear. Foreclosure of a charged interest is neither authorised nor prohibited. Massachusetts has not adopted the Revised Uniform Limited Liability Company Act, so there is no Section 503 analogue carrying the exclusive-remedy and foreclosure subsections that landlords may have read about in other states. We read the section and are reporting its text; we did not search Massachusetts case law and we are not characterising any judicial gloss on Section 40, which means the practical position here is less settled from a statute alone than in states whose acts answer the question expressly.

We are reporting what the section says, not what a court would do with your facts. Outcomes turn on how the LLC was capitalised, how it has been operated and what the creditor is owed, and none of that is something a page can assess. If the answer above is load-bearing for you, it is a question for a Massachusetts attorney.

Authority: Mass. Gen. Laws ch. 156C, Section 40, malegislature.gov

Three Problems No State Transfer Rule Solves

These land the same way in Massachusetts as everywhere else. One because it is federal law, two because they are contracts you signed. Which is exactly why they get left off state pages. They are also the three most likely to actually cost a landlord money, so they are here rather than buried.

The due-on-sale point is the one that generates the most bad advice. The Garn-St Germain Depository Institutions Act, at 12 U.S.C. § 1701j-3(d), bars a lender from enforcing a due-on-sale clause on nine categories of transfer of residential property of fewer than five dwelling units. The one people cite is the eighth: a transfer into an inter vivos trust in which the borrower is and remains a beneficiary and which does not relate to a transfer of rights of occupancy in the property. Neither that paragraph nor any of the other eight names a transfer to a limited liability company. The protection quoted for an LLC transfer is written for trusts, and the occupancy qualifier is the limb that matters most to a landlord, because a rental is occupied by someone else.

One honest caveat on that list. The ninth category is open-ended. It reaches any other transfer described in regulations issued under the Act, at 12 C.F.R. § 591.5(b), so it is a list that can be extended by regulation rather than a closed set fixed by the statute. We have not read those regulations end to end, and say so rather than describing the statute as more settled than we checked.

In practice lenders often do not call a loan when payments keep arriving, and that is genuinely what usually happens, but “usually not enforced” is a different thing from “not permitted,” and only one of them is a plan. The way to find out is to ask your servicer for written consent before you record, not after.

Which deed you use is a decision, not a formality. A quitclaim deed transfers whatever interest you happen to have and warrants nothing, which is why it is the cheap default for a transfer between yourself and your own company, and why title professionals warn against it. It can leave a gap in the chain of title that surfaces years later when you sell or refinance, and because it warrants nothing it gives the LLC no recourse against you if a defect turns up. A warranty deed carries the covenants across. Which one is appropriate depends on how the property was acquired and what your title history looks like, and it is a question worth asking before the deed is drafted rather than after it is recorded.

Tell your title insurer before you record. An owner’s title policy insures the person named in it. Convey the property to an LLC and the insured owner and the record owner are no longer the same. Which is the fact pattern in which coverage gets argued about at the worst possible moment, when a claim is already live. Some insurers will endorse an existing policy across to the entity, sometimes for a modest fee; some will not, and a new policy means a new premium on the current value. Either way it is a phone call before the deed rather than a discovery afterwards, and it belongs in the same budget as the tax above.

On the fourth thing people ask about: beneficial ownership reporting. Under 31 C.F.R. § 1010.380, a “reporting company” is an entity formed outside the United States and registered to do business in a State, and paragraph (c)(2)(xxiv) separately exempts any entity created by filing with a Secretary of State. A rental LLC you form in Massachusetts is therefore exempt and files no beneficial ownership report. Pages telling you to file within 30 days of formation are describing the rule as it stood before March 2025. The exception runs the other way: an LLC formed in another country and registered to do business in Massachusetts does still report. More on what compliance actually requires →

Does Massachusetts Make You Register the Rental?

Not for a long-term tenancy. Massachusetts does run a statewide registration through the Massachusetts Department of Revenue, under G.L. c. 64G, § 6; G.L. c. 62C, § 67; G.L. c. 23A, § 68, but it is scoped to a category a conventional residential lease does not fall into. If you rent to a tenant on an ordinary lease, there is nothing to file with the state, and nothing that changes when the deed moves to the LLC. What follows sets out what the registration does cover, so you can check your own arrangement against it.

Read the row above carefully, because it is narrower than it looks. There is no state registration for an ordinary residential tenancy, G.L. c. 64G, § 2 excludes "tenancies at will or month-to-month leases" from the chapter entirely, so a conventional landlord has nothing to file with the Commonwealth. What exists is a registration requirement for short-term rental operators, and it reaches the owner of a single house.

The prohibition is flat. G.L. c. 64G, § 6: "A person shall not operate a bed and breakfast establishment, hotel, lodging house, short-term rental or motel unless a certificate of registration has been issued to the person in accordance with section 67 of chapter 62C." The mechanics are in c. 62C, § 67, which requires an operator to "file with the commissioner an application in such form as the commissioner prescribes" and provides that "[r]egistration certificates shall be issued for each place of business", so the certificate is per property, not per owner. On top of that sits a statewide registry: G.L. c. 23A, § 68(a) requires the executive office of economic development, with the technology office and DOR, to "establish and maintain a registry for all operators under chapter 64G" who are issued a certificate.

The definition reaches an ordinary house. A "short-term rental" under c. 64G, § 1 is "an owner-occupied, tenant-occupied or non-owner occupied property including, but not limited to, an apartment, house, cottage, condominium or a furnished accommodation that is not a hotel, motel, lodging house or bed and breakfast establishment", where at least one room or unit is rented and all accommodations are reserved in advance. And registration is required even by an operator who rents too little to owe anything: the 14-day relief in § 3 applies only "provided, that the operator has first: (i) registered with the commissioner ... and (ii) filed a declaration ... setting forth the intention to transfer the short-term rental for not more than 14 days in a calendar year." Registering is the condition of the relief, not an alternative to it. Municipalities add their own layer under § 14, which lets a city or town "regulate operators registered pursuant to section 67 of chapter 62C" and publish its own public registry.

One gap: the Executive Office of Housing and Livable Communities was unreachable behind the mass.gov block, so we cannot affirmatively rule out some state habitability registration for long-term landlords. What we can say is that where the Legislature has legislated about registries of rental operators in c. 64G, § 14, it has made it a municipal function.

malegislature.gov

If You Rent Short-Term in Massachusetts

A short-term let is a different tax animal from a twelve-month tenancy, and the LLC has nothing to do with it. The lodging tax follows the stay, not the owner.

Three things here that a rate figure cannot convey.

The transience line for a short-term rental is shorter than the one for a hotel, and crossing it exempts the whole stay. G.L. c. 64G, § 1 defines occupancy for a hotel or lodging house by reference to a period of not more than 90 consecutive calendar days, but for "a room in a short term rental normally used for sleeping and living purposes" the period is not more than 31 consecutive calendar days. And 830 CMR 64G.1.1 provides that "[w]here the duration of occupancy in a short-term rental exceeds 31 consecutive days, no excise is imposed on any portion of the stay, including the first 31 calendar days." It is a cliff in the taxpayer's favour, not a proration.

The 14-day relief is a trap in the other direction. It requires registration and a filed declaration first, and blowing through the limit is retroactive: an operator who exceeds it "shall be liable for the payment of required excises and fees under this chapter, including payment of required taxes and fees on the first 14 days". The first fortnight is not grandfathered.

And Massachusetts does not have a marketplace facilitator mandate for this tax, which makes the platform row above misleading if read at face value. G.L. c. 64G, § 13(a) makes it an operator's election: "An operator may elect to allow an intermediary to collect rent or facilitate the collection or payment of rent on its behalf through a written agreement". An intermediary that takes that on must "assess, collect, report and remit the excise", must also handle the community impact fee, and must "make sure the operator is registered pursuant to said section 67 of said chapter 62C prior to the intermediary collecting any rent". Only then is the operator off the hook, and only for transactions the intermediary has notified: under § 13(b) an operator is relieved on "a transaction for which the operator has received notification from an intermediary that the excise has been collected and remitted."

No written agreement, no notification, no relief. Three separate local layers can stack on the state excise, a local excise under § 3A, a Cape Cod and Islands Water Protection Fund excise under § 3C, and a community impact fee under § 3D on "a professionally managed unit", which is a category worth checking yourself against if you hold more than one unit in the same municipality.

Authority: G.L. c. 64G, § 3; 830 CMR 64G.1.1, malegislature.gov

Who to Ask in Massachusetts

The registry of deeds for the county the property sits in is where the deed is recorded and the excise computed, and it's the office that can tell you what it will actually charge, worth doing by telephone, because the registry fee page we tried served an empty stub. The Department of Revenue administers both the deeds excise and the c. 62C, § 67 certificate of registration, and DOR is the office whose directives on computing the excise we couldn't read; every mass.gov path we tried returned HTTP 403, so treat the website as unavailable rather than as silent and call instead.

The local board of assessors is who knows whether your municipality has adopted the G.L. c. 59 § 5C residential exemption, which is the only property tax benefit at stake in this transfer. For anything turning on how a nominal-consideration deed to a wholly owned company is treated, a Massachusetts conveyancing attorney reading DOR's directives is the person to ask.

Forming the LLC Itself

Nothing about the formation process changes because the LLC will hold rental property, the articles, the registered agent requirement and the annual filing are the same as for any other Massachusetts LLC. The walkthrough lives in the formation guide rather than being repeated here.

How to start an LLC in Massachusetts →

Sources