Register Your Massachusetts Foreign Corporation
A Massachusetts foreign corporation is a corporation that does business in both the state it was originally formed in and Massachusetts.. All foreign corporations must file paperwork with Massachusetts to conduct business legally.
In order to register as a Massachusetts foreign corporation, you'll need to file a Massachusetts Foreign Corporation Certificate of Registration with the Secretary of the Commonwealth of Massachusetts. This costs $400 to file. You'll also need to include the certificate of good standing from your home state.
You can follow our comprehensive guide below to register as a foreign corporation on your own. If you’d rather skip the headache, we can handle the paperwork for you.
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GET STARTEDHow to Register as a Foreign Corporation in Massachusetts
To legally register as a foreign corporation in Massachusetts, your business must go through a process called foreign qualification. This tells the state of Massachusetts that you are legally operating within its boundaries.
Foreign qualification is not the same as starting a new business in Massachusetts. Your business itself is the same, but your operational range expands to a new jurisdiction. Some of the steps are similar to forming a new business, but there are less of them. For instance, you don’t have to create bylaws.
Below you’ll find the steps for registering as a foreign corporation in Massachusetts.
1. Name Your Massachusetts Corporation
You need to register your business name in Massachusetts. Having it registered in your home state is handy, but that doesn’t mean it’s registered in Massachusetts. Conduct a free business name search to make sure the name you want is available in Massachusetts. What if someone in Massachusetts is already using it? In that case, you’ll need to come up with a name that’s available but easily linked to your current name.
If you’re not quite ready to register as a foreign corporation, that’s not a problem. You can reserve your business name in Massachusetts for $30.
Want to make sure your business name is used only by you? Consider getting a federal trademark to secure the name in your industry.
2. Designate a Registered Agent
A Massachusetts registered agent is someone who accepts legal mail on your company’s behalf. Since the registered agent must be located within the state to receive legal mail, including lawsuits, it’s unlikely that you’ll be able to act as your own registered agent in this case.
However, at Northwest, we offer comprehensive registered agent services for every state. You can simplify things by using a single registered agent nationwide.
3. Start Your Business Identity
Once your business is legal in the new state, you’ll want to be ready to connect with customers. Forming your business identity, aka the way you present yourself to your potential clients, can help.
This step is a prime opportunity to start a business website or get a custom business email address by registering a domain name.
Your business should have a way to market itself in a new, well, market. Consider getting phone service that has the local area code or a local business address to use on documents whenever possible.
4. Get Certificate of Good Standing
A certificate of good standing or existence shows that your corporation is in good shape with its home state. The process for receiving a certificate of good standing, which may be called a certificate of existence in some states, depends on your home state. The one you submit to Massachusetts must be dated within 60 days of registering.
5. Submit Foreign Corporation Certification of Registration
The certificate of good standing or existence must be submitted alongside the Foreign Corporation Certificate of Registration. The form costs $400 to file by mail.
Your form should include:
- Exact corporation name
- Name corporation will do business under in Massachusetts
- Original jurisdiction and date of incorporation
- Street address of principal office
- Registered agent name and street address
- Signature of registered agent
- When your company’s fiscal year ends (for most companies, it’s December 31)
- Brief description of corporation’s activities
- Names and business addresses of current officers and directors
The form is only $375 to file, but you’d have to do it by fax to get that price.
You can submit by mail, by fax, or in person. Foreign corporations cannot file online.
It takes Massachusetts about two weeks to process filings that arrive by mail. Factor in additional time for mailing. Massachusetts will typically process in person filings the same day. Massachusetts will process filings by fax within one business day. Make sure to include a Fax Voucher Cover Sheet.
Mail and in person:
Secretary of the Commonwealth
One Ashburton Place
Room 1717
Boston, Massachusetts 02108-1512
Fax:
(617) 624-3891
You can, but only if you file by fax. It costs $375 to file by fax, plus a $15 fee for expedited service.
6. File Massachusetts Reports and Taxes
Your foreign corporation will now have taxes and reports to file independent of the ones you file in your home state.
Annual report: Your Massachusetts Annual Report is due 2.5 months after the end of the fiscal year. For most companies, that’s March 15.
Income tax: The state’s corporate income tax is 8% with a minimum tax payment of $456.
Property tax: Massachusetts businesses must pay $2.60 for every $1000 of assets your business owns that is located within state lines.
Northwest Can Register Your Massachusetts Foreign Corporation
If doing things on your own sounds overwhelming, boring, or generally like not a good use of your time, we’re ready to help. Our foreign qualification package is $225 + state fees. This includes:
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Registering your business as a Massachusetts Foreign Corporation. We’ll file your paperwork and let you know when it’s approved.
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Serving as your business’s Massachusetts Registered Agent. We can be your RA in as many states as you want to expand into.
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Launching your business identity. We’ll get you a digital presence, including a business email address, phone service, and mail forwarding. Plus, we’ll put together a custom website with a domain, web hosting, and security in place. These will all be free for 90 days. After that, most services are $9/month.
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Sending reminders for your Massachusetts Annual Report. We can even file this for you. We’ll send you a reminder about the report 90 days before they’re due, and you can either have us file for you or opt out of the service.
And all of this is just the start of what we provide you and how we can help you grow your business in the state of Massachusetts.
Massachusetts Foreign Corporation FAQs
You should submit a Certificate of Amendment. It costs $100 to file by mail or in person. If you file by fax, it costs $110.
There is no quick and easy rule about what counts as doing business in Massachusetts. But in general, you are providing services or products in exchange for money, that is conducting business.
For more information, check out our resource on what it means to do business in another state.
Yes. The registered agent’s consent to appointment must be either on the certificate or attached to it.
The President, Chairman of the board of directors, court-appointed fiduciary, or other officer of the Massachusetts corporation must sign the form.
The submitted form must be typed.
County filing or publication is not necessary, unless specifically required by the county in which your registered agent resides.
We definitely can. Our foreign qualification package is $225 + state fees. You can also add additional services, like premium mail forwarding and a custom website our experts can help you make, for a free trial.