Massachusetts foreign LLC registration
Ten days, five hundred dollars, and again every year
Massachusetts wants the application within ten days of starting business, charges $500 to file it, and charges $500 on each anniversary.
Massachusetts foreign LLC registration is an application to the Secretary of the Commonwealth, due within 10 days after the LLC starts doing business in the state, with a $500 fee and a certificate of good standing from the home state less than 90 days old. We prepare it, check the dates and file it for $199.
Each section below points to a fuller page.
Included in the order
Ten days to file
The statute counts ten days from the day the LLC begins doing business in Massachusetts. We start from your start date.
A large state fee
The Commonwealth charges $500 to register and $500 for every annual report afterward.
A fresh certificate
The Division wants a certificate of legal existence or good standing less than ninety days old. We check the date.
Nine items, in order
The application follows the nine items the statute lists, and you sign it under oath.
A resident agent
Use our Massachusetts office as your agent, or tell us who already serves.
Real replies
Ask about your Massachusetts filing and a preparer writes back.
What you receive
- Registration recordThe approved application showing the LLC registered in Massachusetts.
- Agent entryOur name or yours on file as resident agent.
- Filed copyThe application as submitted.
- Report dateThe anniversary of registration, when the yearly report falls due.
- The ten-day deadline kept in view
- Home certificate checked against 90 days
- Massachusetts resident agent available
How an order runs
Tell us the start date
The day Massachusetts work began or will begin, because the ten days run from it.
Order the home certificate
Ask the formation state for legal existence or good standing, issued within 90 days of filing.
Name the resident agent
A person or entity with a Massachusetts office, who agrees in writing.
Sign under oath
An authorized person signs and swears to the application.
We file
The application and the certificate go to the Corporations Division with payment.
Massachusetts in one table
- Filing
- Foreign Limited Liability Company Application for Registration (General Laws Chapter 156C, Section 48)
- Filed with
- Massachusetts Secretary of the Commonwealth, Corporations Division
- Fee
- $500
- Deadline
- 10 days after the LLC begins operating here
- Home proof
- A certificate of legal existence or good standing less than 90 days old
- Signature
- An authorized person, under oath
- Yearly report
- $500, on or before the anniversary date of registration
Where the ten days come from
The foreign LLC registration statute gives an LLC ten days after it begins business in the commonwealth to submit its application to the state secretary. The clock starts on the first day of Massachusetts activity, not on the day the owners decide to register. An LLC that signs a lease on the first of the month and opens on the fifteenth should count from the date the statute treats as the start. Which date that is depends on your facts, and a Massachusetts business lawyer can answer it. Give us the date and we enter it on the application. The page on transacting business explains the test.
What each entity pays
| Entity | State fee to register | Fee each year |
|---|---|---|
| Limited liability company | $500 | $500 |
| Business corporation | $400 | $125 |
| Limited partnership | $200 | $500 |
| Limited liability partnership | $500 | $500 |
The LLC application page and the corporation page walk through the two filings most people need.
The nine items
The statute lists 9 things the application sets forth: the LLC's names, where and when it was organized, the general character of its Massachusetts business, its principal office, any managers, a Massachusetts office if it has one, the resident agent with written consent, a dissolution date if it has one, and, if desired, people authorized to sign recordable real estate instruments. The application page takes them in order.
The certificate from home
With the application goes a certificate of legal existence, or a comparable certificate, issued by the proper officer of the formation state, or other evidence the state secretary approves. The fee schedule adds that it must be less than 90 days old. If the certificate is in another language, a sworn translation goes with it.
Real estate and labor count
For the doing-business test, Massachusetts borrows the foreign corporation chapter. A lease or a deed for Massachusetts real estate counts, so does construction, alteration or repair work, and so does any other work that puts people to labor here. Interstate commerce, selling through independent contractors, taking orders that are accepted outside the state, and an isolated deal do not. The full list is on its own page.
The yearly bill
Once registered, the LLC files a yearly report that restates its application information, and the fee is $500, due on or before the anniversary date of registration. Expedited handling of an electronic or faxed filing adds a small charge, $20 on a $500 report. The annual report page has the rest.
The fine and the courts
An LLC working here without registering can be fined as much as $500 for every year that continues. While it lasts, the LLC cannot sue in a Massachusetts court, though it may defend one, its contracts stand, and no member or manager becomes liable for its debts on that ground alone. See the fine page.
Leaving Massachusetts
A foreign LLC that is finished here files a certificate of withdrawal for $100. The LLC must be in good standing first. Service on the state secretary still reaches an LLC that withdrew, for liabilities incurred while it did business. The withdrawal page gives the sequence.
Filing routes and payment
The Corporations Division takes filings online, by fax, by mail or in person. A paper filing is paid by check or money order made out to the Commonwealth of Massachusetts. A filing sent by fax or electronically can also be paid by MasterCard, Visa, American Express, or a personal or company e-check. Those two routes are the ones that can pay an expedite fee.
Certificates after registration
Once the LLC is registered, a certificate of good standing costs $25, a certificate of existence $12 and a certificate of registration $12. A certified copy of a filing costs $7 for the first page and $2 for each page after it. A special certificate showing a withdrawal costs $25.
Corporations and partnerships
A foreign corporation delivers its own certificate within ten days of transacting business, for $400, with a certificate of existence from home. A foreign limited partnership registers for $200. The corporation page covers the corporation filing in full.
An LLC's first three years
| When | Task | State charge |
|---|---|---|
| Within ten days of starting | Register with the Corporations Division | $500 |
| First anniversary | File the annual report | $500 |
| Second anniversary | File the annual report | $500 |
| Whenever a fact changes | File a certificate of amendment | $100 |
| When Massachusetts work ends | File a certificate of withdrawal | $100 |
Why the cost surprises owners
Massachusetts charges the same $500 on the first day and on every anniversary, so the second and third years cost as much as the first. An LLC that registers and keeps its registration for three years has paid $2,000 to the Commonwealth, before it spends anything on an agent or a speed fee.
What the state secretary checks
The state secretary examines the application and approves it when the business is lawful for a Massachusetts LLC and the application satisfies the registration section. Approval makes the application filed and the LLC registered. Two things need care: the business description must describe lawful activity, and each of the nine items must be present and sworn.
The resident agent in brief
Every foreign LLC at work here names a resident agent to receive legal papers for it, and the agent's written consent comes with the application. The agent is an individual who lives in Massachusetts or an entity whose business office here matches the registered office. If the agent cannot be found, the papers go to the state secretary. The agent page has more.
Changes after registration
A change in the application facts is handled in one of three ways. A prompt corrective certificate, signed and sworn to by an authorized person, fixes a statement that was false or has become inaccurate. A certificate of amendment costs $100. A change of resident agent or registered office filed on paper costs $25, and nothing if filed electronically.
Nonprofits, professionals and partnerships
The fee page lists a foreign limited partnership at $200 and a limited liability partnership at $500. For a nonprofit, send us the entity type and we check the filing and fee when we prepare your order.
Questions that speed an order
Four answers help most. On what date did, or will, the LLC start doing business in Massachusetts? Who will be the resident agent, and have they agreed in writing? Is the home certificate already in hand and less than ninety days old? And does the LLC have managers, whose names and addresses the application must list? With those four, we prepare the application.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Our fee and the Commonwealth's
Start my Massachusetts registration
$199
+ $500 state fee
The Commonwealth's $500 is itemized on its own when you pay. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
- The foreign LLC application for registration, completed from your answers
- The certificate from your home state, checked against the ninety-day limit before anything is sent
- A Massachusetts resident agent: ours, or one you already use
- Filing with the Corporations Division and the record sent back to you
- Renewal: after the first year, the agent service renews at $149 a year
Massachusetts foreign LLC questions
How much does Massachusetts charge to register a foreign LLC?
$500 to the state secretary, then $500 each year. Our fee is $199.
How old can my certificate from home be?
Less than 90 days old, according to the fee schedule.
What does skipping registration cost?
A fine of up to $500 per year of non-compliance, plus a bar on suing in Massachusetts courts.
What does withdrawing cost?
$100, and the LLC must be in good standing first.
How soon after starting business must I register?
Ten days, counted from the day the LLC begins operating in the commonwealth.
Does selling across state lines mean I must register?
Interstate commerce is one of the safe activities, but real estate and labor in the state are not.
Do I need a resident agent?
Yes. Each foreign LLC doing business appoints one as its attorney for service of process.
Can the filing be rushed?
An electronic or faxed filing can pay an expedite fee, $20 on a $500 filing.
Sources
- Massachusetts 950 CMR 112.29, LLC fees
- Massachusetts Corporations Division, filing fees
- G.L. c. 156C, 48, registration of a foreign LLC
- Massachusetts Corporations Division, fee schedule
- Massachusetts Corporations Division, foreign LLC registration
- Massachusetts G.L. c. 156D, section 15.01, authority required
- Massachusetts G.L. c. 156C, section 54, failure to register
- G.L. c. 156D, 15.03, certificate of a foreign corporation
- G.L. c. 156C, 49, duties of the state secretary
- G.L. c. 156C, 47, law applicable to a foreign LLC
- G.L. c. 156C, 51, resident agent of a foreign LLC
- G.L. c. 156C, 52, correcting or amending the application
Working in Massachusetts?
Tell us when work starts and we prepare your application.