Register a Massachusetts Foreign LLC
A Massachusetts Foreign LLC is an LLC that was formed outside of Massachusetts but does business in the state. To register a foreign LLC in Massachusetts, you'll need to submit a Foreign Limited Liability Company Application for Registration with the Massachusetts Secretary of the Commonwealth and pay the state filing fee of $500 ($520 if filing by fax). The Massachusetts LLC Act provides a non-exhaustive list of activities that the state considers to be doing business. These activities include owning or leasing real estate, building or repairing any structure, and undertaking tasks that require labor.
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How to Register a Foreign LLC in Massachusetts
In Massachusetts, the process of registering a foreign LLC (called Foreign Qualification) requires business owners to submit an Application for Registration to the Secretary of the Commonwealth. Here’s how it works:
1. Obtain a Certificate of Good Standing
In order to conduct business in the state of Massachusetts, you must first obtain a Certificate of Good Standing (or equivalent document) from the governing authority in your home jurisdiction. A Certificate of Good Standing shows that your company has paid all taxes and required fees and is active in its home state. Massachusetts won’t accept certificates that are more than 60 days old.
How do I get a Certificate of Good Standing for my foreign LLC?
Most states will allow you to get a Certificate of Good Standing online from your Secretary of State (or equivalent office). Some states charge a small fee.
2. Appoint a Massachusetts Registered Agent
Your Massachusetts Registered Agent can be a professional service or someone you know—but that person must have a physical address in Massachusetts, be available during regular business hours, and be able to deliver legal notifications to your business in a timely manner.
Can I be the registered agent for my Massachusetts foreign LLC?
If you actually live and have a street address in Massachusetts, then yes, you can be your own registered agent. You can also appoint a friend, relative, or an employee who lives in Massachusetts. However, when companies start expanding operations into other states, many choose to hire a Registered Agent Service to handle this important aspect of their business.
Why hire a Massachusetts registered agent service?
A professional registered agent service takes care of your important mail, which frees you up to focus on more important things, like running your business. As an added bonus, any registered agent service worth their salt will allow you to use their address on public documents, which helps to keep yours private.
3. Complete the Application for Registration
To foreign register your LLC in Massachusetts, you’ll have to complete the state’s Foreign Limited Liability Company Application for Registration and file it with the Massachusetts Secretary of the Commonwealth. Here’s what to include:
- Federal identification number (EIN)
- Official name of LLC
- Name of LLC in Massachusetts (if different)
- Jurisdiction where LLC was formed
- Date LLC was formed
- Business purpose
- Principal address of LLC (in home state)
- Business address in Massachusetts (if any)
- Name and business address or each manager (if any)
- Name and business address of anyone authorized to buy and/or sell property in Massachusetts (optional)
- Name and street address of registered agent
- Date of dissolution (if applicable)
- Additional matters (optional)
- Signature of authorized person
- Signature of registered agent
Note that you must also include a cover letter with your address, telephone number, and email address. (Information in your cover letter will not be part of the public record.) You will also need to attach your Certificate of Good Standing (or equivalent document).
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How much does it cost to file a Foreign LLC Registration Application in Massachusetts?
Massachusetts charges a hefty $500 to file its Application for Registration. If you’re filing by fax, there’s an additional $20 fee.
How do I file my Massachusetts Foreign LLC Registration Application?
You can file your Massachusetts Foreign LLC Registration Application by mail, in person, or via fax. (If filing via fax, make sure to include a Fax Voucher Cover Sheet.)
By Mail or In Person:
Secretary of the Commonwealth
One Ashburton Place, Room 1717
Boston, Massachusetts 02108-1512
Do Massachusetts foreign LLCs need to file a Certificate of Organization?
No. You only need to file a Certificate of Organization if you’re forming a new LLC in Massachusetts. Foreign LLCs simply file the Foreign LLC Application for Registration.
4. Find Foreign Registration Documents Online
After submitting your Application for Registration to the state, a copy of the official filing will be made available in your online account, as well as in Massachusetts’ Business Entity Search. (Note that if your application is rejected, that filing will also be made public through the state’s Rejected Filings archive).
How long does Massachusetts take to process the Application for Registration?
Massachusetts takes around 1 business day to process faxed and in-person filings. Mailed filings can take up to 2 weeks, but plan on longer since you’ll need to account for postal times.
Massachusetts Foreign LLC Registration FAQ
How do I amend a foreign LLC in Massachusetts?
You can amend your foreign LLC filing in Massachusetts by filing a Certificate of Amendment. The Massachusetts Corporations Division does not provide a template for this amendment document, so you’ll have to draft your own. The filing fee is $100.
What does doing business mean in Massachusetts?
Many states don’t clearly define what doing business entails largely because the business landscape is always evolving. Massachusetts is a little more helpful than most states, however, as it defines both what doing business is and what it is not. According to M.G.L. ch:156D § 15.01, transacting business in the state can mean any of the following:
- Owning or leasing real estate
- Building, altering, or repairing any structure, railway, or road
- Doing anything that requires the performance of labor
Note that this is not an exhaustive list, and other activities—like hiring employees or applying for a professional license—will also likely require you to register a foreign LLC in Massachusetts.
Activities that do NOT constitute transacting business in Massachusetts include, but are not limited to:
- Settling or defending lawsuits
- Holding board meetings
- Maintaining bank accounts
- Maintaining offices for the transfer of securities
- Selling goods or services through an independent contractor
- Soliciting orders (before they become contracts)
Read more: What Exactly Does Doing Business in Another State Mean?
Does a foreign LLC have to file an annual report in Massachusetts?
Yes, all foreign LLCs in Massachusetts must file a Massachusetts Annual Report. Your report will be due each year on or before the date you officially registered to do business in Massachusetts—otherwise known as your company’s anniversary date. The filing fee is $500.
How are foreign LLCs in Massachusetts taxed?
Massachusetts foreign LLCs must pay all applicable Massachusetts taxes, just like domestic Massachusetts LLCs. By default, your LLC will be taxed as a pass-through entity, which means your business profits “pass through” the company itself and get reported as income on individual members’ tax returns. An LLC may choose to be taxed as a corporation instead, but to do that you’ll have to file paperwork with the IRS.
How can I withdraw my Massachusetts foreign LLC?
To withdraw your business in Massachusetts, you’ll have to file a Certificate of Withdrawal online ($100).