Massachusetts notice of substantial completion
Every Massachusetts lien deadline in chapter 254 is measured from one of three events, and this document is the first of them. Section 2A says that upon or after substantial completion of a contract subject to section 2, the owner and contractor shall execute and file or record in the appropriate registry of deeds a notice of substantial completion. Once it is on record, a subcontractor who has not yet filed a notice of contract has sixty days, not ninety, and a contractor who has filed one has ninety days to get a statement of account on record. The document is short and almost nobody below the owner ever sees a blank one, which is the reason it is here.
Substantial completion means that work under the written contract is sufficiently complete so that it can be occupied or utilized for its intended use. Upon or after substantial completion of any contract subject to the provisions of section two, the owner and contractor shall execute and file or record in the appropriate registry of deeds a notice of substantial completion. A copy of such notice, indicating the date of filing or recording, shall be mailed by certified mail return receipt requested by the owner to every person who has filed a notice of contract under section four, and by the contractor to every person who has entered into a written contract directly with the contractor and every person who has given written notice of identification to the contractor.
Read the law: M.G.L. c. 254, s. 2A, this notice of substantial completioncodes.findlaw.com, M.G.L. c. 254, s. 2A at the state's own publisher, the key copy the form was checked againstmalegislature.gov, M.G.L. c. 254, s. 2B, the notice of termination, the other document that starts a clockcodes.findlaw.com, M.G.L. c. 254, s. 4, the notice of contract and the notice of identification this one has to be mailed tolaw.onecle.com, M.G.L. c. 254, s. 8, the statement of account and the ninety and one hundred and twenty day clockslaw.onecle.com and M.G.L. c. 254, s. 11, the ninety days to suelaw.onecle.com
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The form is the one M.G.L. c. 254, s. 2A prints. The owner and the contractor both execute it, it is filed or recorded at the registry of deeds, and a copy showing the date of filing then goes out by certified mail, return receipt requested, to everyone the section names.
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Two signatures, not one
Section 2A says the owner and contractor shall execute and file or record the notice. Both of them. That is why the form carries two statements rather than one: the undersigned owner states that he has served written notice of the recording upon everyone who had already filed a notice of contract under section 4, and the undersigned contractor states that he has served the same written notice upon everyone who signed a written contract directly with him or who gave him a written notice of identification.
Those two sentences are not decoration. Each is a declaration by a different person that a different list of people has been told. The owner's list comes off the registry record. The contractor's list is the one only the contractor holds, because a notice of identification under section 4 is served on the contractor and is not recorded anywhere.
If you are the direct contractor on a Massachusetts job, this is a document you sign, not one that is done to you. It is worth reading the two statements before you sign, because you are stating that the notices have already gone out.
What recording it does to everybody else's deadline
Section 2 gives a party who contracted with the owner until the earliest of sixty days after this notice is filed or recorded, ninety days after a section 2B notice of termination, or ninety days after last work. Section 4 gives the same three part earliest test to everybody below that line. The word is earliest, so this recording does not extend anything. It cuts.
Section 8 then gives the statement of account the earliest of ninety days after this notice, one hundred and twenty days after a section 2B notice of termination, or one hundred and twenty days after the last day of work. Same shape, different numbers.
Sections 2C and 2D, the two design professional liens, run off this notice too: the earlier of sixty days after it is filed or recorded, or ninety days after last professional services.
So one recording moves five separate deadlines on a Massachusetts job at once, and it can be recorded while punch list work is still going on, because the test is whether the building can be occupied or utilized for its intended use and not whether the last trade has gone home.
The mailing is a separate step and the statute says what happens if it is missed
A copy of the notice, indicating the date of filing or recording, has to be mailed by certified mail return receipt requested. The owner mails it to every person who has filed a notice of contract under section 4. The contractor mails it to every person who has entered into a written contract directly with the contractor, and to every person who has given written notice of identification to the contractor claiming by, through or under him.
Note that it is the copy indicating the date of filing that goes out, not the copy you signed before it went to the registry. The date is the point of the whole exercise, because the date is what the clocks run from.
Section 2A also says what happens when the mailing is not done: the failure of the owner or contractor to give notice of the filing or recording shall not prejudice the rights of third parties who rely upon said notice of substantial completion in good faith and without actual knowledge of such failure of notice. Read that carefully. It protects the third party who relied, not the person who failed to mail.
What goes on the form
Four answers. The date of the written contract. The owner. The contractor. Then the description of the property, which the statute prompts for with the words Insert description and which the sheet below keeps.
There is no amount on this form and no account of anything. It is not a payment document. It records one fact, that the work under a named contract is substantially complete as of the date this notice is filed or recorded, and it makes that fact public.
Section 2A prescribes no notarial block, so the sheet below draws none. The registry that records it may have requirements of its own, so ring the registry of deeds for the county or registry district the land lies in before you drive over.
The description should be enough to identify the land: street address, town, county, and the book and page of the deed if you have it. Section 11 says an inaccuracy in the description does not affect the validity of a lien if the description is sufficient to identify the property, which is a forgiving rule and not an invitation to guess.
Where the words came from
The form is sliced out of the text of M.G.L. c. 254, s. 2A as published at codes.findlaw.com, current as of 1 January 2025. Nothing is retyped and nothing is paraphrased.
It is keyed word for word against the same section at malegislature.gov, which is the state's own publisher and a genuinely separate edition. All two hundred and fourteen words of the form appear in both, in the same order.
This form was missing from the site until 23 Sep 2026 and the reason is worth stating. law.onecle.com, which is the edition every other Massachusetts form here was keyed against, returns a 404 for section 2A even though its own section navigation lists it. With no second edition there was nothing to key against, and a note went into the research file saying the subsection printed no form at all. It does. The capture script is tools/ma2xcap.py, it carries the state's text as its key, and it stops loudly rather than quietly if either publisher changes a word.
Questions people ask
Who signs this, the owner or the contractor?
Both. Section 2A says the owner and contractor shall execute and file or record the notice, and the form carries a separate statement for each of them.
What counts as substantial completion?
Section 2A defines it: work under the written contract is sufficiently complete so that it can be occupied or utilized for its intended use. It is not the same as final completion and it is not the same as the last day anybody was on site.
I am a subcontractor. Can I file one of these?
No. The section puts it in the hands of the owner and the contractor. What it does to you is shorten your window, so what matters on your side is watching the registry for it rather than filing it.
How does this change my deadline to record a notice of contract?
Sixty days from the filing or recording of this notice, under both section 2 and section 4, unless one of the other two dates in those sections arrives first. The test in the statute is the earliest of three dates, so this one can only shorten your window.
And my statement of account?
Section 8 gives you the earliest of ninety days after this notice is filed or recorded, one hundred and twenty days after a section 2B notice of termination, or one hundred and twenty days after the last day of labor or materials.
Does it have to be mailed as well as recorded?
Yes. A copy indicating the date of filing or recording goes by certified mail, return receipt requested. The owner mails the people who filed notices of contract under section 4, and the contractor mails his own direct contract parties and anybody who served him a notice of identification.
What if nobody mails it to me?
The statute says the failure to give notice of the filing or recording shall not prejudice the rights of third parties who rely on the notice in good faith and without actual knowledge of the failure. It does not say the clock stops for you. If money is outstanding on a Massachusetts job that is finishing, check the registry rather than waiting for an envelope.
Can the owner record it while we are still on site?
The test is whether the work is sufficiently complete to be occupied or utilized for its intended use, not whether every trade has finished. Punch list work is not usually the thing that keeps a building from being used.
Where is it recorded?
The registry of deeds for the county or registry district where the land lies, which is the same registry every other filing in chapter 254 goes to.
Is there a notice of termination as well?
Yes, section 2B, for a contract that is terminated before this notice is filed or recorded. There is a separate page here for it. It runs on ninety days rather than sixty and only the owner executes it.
Once the job is running and you are getting paid on it, the paperwork that comes next is the waiver: see the Massachusetts statutory lien waiver forms, and conditional vs unconditional lien waiver for which of the two to sign.