Massachusetts Foreign Registration / Delaware LLCs
Bringing a Delaware LLC into Massachusetts
A Delaware LLC that registers in Massachusetts should plan on $1,450 for its first year: $500 to the Commonwealth, $500 for the first annual report, $400 for Delaware's annual tax and $50 for the short Delaware certificate. Delaware's certificate is the home proof Massachusetts wants, and it has to be under 90 days old when the application is filed.
Comparing the two states
| Point | Delaware | Massachusetts |
|---|---|---|
| Yearly charge | $400 tax | $500 report |
| When | June 1 | on or before the anniversary date of registration |
| Cost of lateness | $200 penalty | A bar on good standing |
| Home proof | $50 short, $175 long | Under 90 days old |
The ninety-day certificate
Delaware's certificates come in two sizes, and Massachusetts asks only for a certificate of legal existence or good standing, so the short one is the usual choice. What matters is the date. The certificate must be under 90 days old. Order it once the other documents are ready, and you have the whole ninety days to work with.
Delaware must be current
Delaware will not issue a good standing certificate to an LLC that has not paid its annual tax, and it refuses other filings from that LLC. The $400 tax is due June 1. An LLC that has missed it should pay before it counts the ten Massachusetts days, because the certificate is on the critical path.
Delaware facts on the application
Give the Delaware name with its ending, show Delaware as the home jurisdiction, and take the organization date from the certificate. The principal office is wherever the LLC is really run, which may be nowhere near its Delaware agent. If the LLC has managers, list each with an address.
A second agent for Massachusetts
The Delaware registered agent covers Delaware. Massachusetts needs a resident agent whose office here is the registered office, with the agent's written consent attached to the application. If your Delaware agent also meets the Massachusetts rules, tell us.
Adding up year one
Add $500 for Massachusetts, $50 for the certificate, $400 for Delaware and $500 for the first Massachusetts report, and the year costs $1,450. Our fee, an expedite fee and any outside agent are on top. If the Delaware tax is paid late, $200 more.
The first year in numbers
| Line | Amount |
|---|---|
| Massachusetts registration | $500 |
| Delaware short certificate | $50 |
| Delaware annual tax | $400 |
| First Massachusetts annual report | $500 |
| Total | $1,450 |
Different dates, different offices
Delaware's tax falls due June 1. Massachusetts' report falls due on or before the anniversary of registration, which can be any day of the year. Because the two do not line up, the safest habit is a calendar entry for each.
When the Delaware record changes
A rename or a change of managers at home leaves the Massachusetts application stale. The statute asks for a prompt certificate, signed and sworn to by an authorized person, that corrects it. A certificate of amendment costs $100.
Example: a Delaware LLC in Worcester
A Delaware LLC that makes bicycle frames signs a lease in Worcester and starts work on the fifteenth of the month. It pays its Delaware tax the same week, orders a short certificate on the twentieth, and gets a Worcester company to act as resident agent. The manager signs under oath, and the package goes to the Corporations Division by the twenty-fifth with $500.
From Delaware to a Massachusetts registration
Settle Delaware's bill
The $400 tax falls due June 1.
Note the Massachusetts start date
The ten days begin that day.
Line up the agent and the consent
A Massachusetts office, in writing.
Order the Delaware certificate
$50, under 90 days old at filing.
Complete, swear and file
$500 to the Corporations Division.
Wyoming instead?
Massachusetts charges a Wyoming LLC the same amounts as a Delaware one, while Wyoming's own costs are lighter, as the Wyoming page shows in full.
Timing the certificate
The certificate must be under ninety days old at filing, while the statute gives only ten days after starting business. That gap is wide, so order the Delaware certificate early, even before the first day of work, and it will still be fresh when the ten days run out. The only way to waste the window is to order it first and then file three months later.
Managers and the oath
If the Delaware LLC is manager-managed, list each manager with an address. The signer swears to the application, and need not live in Massachusetts. A manager abroad can sign before whoever may take the oath where they are.
Delaware-to-Massachusetts questions
Does a short Delaware certificate satisfy Massachusetts?
Massachusetts asks for a certificate of legal existence or good standing, which the short certificate states.
Can the Delaware agent act here?
Only if it also meets the Massachusetts agent rules.
Will a Massachusetts registration alter what Delaware charges?
No. Delaware's $400 stays due June 1.
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
Sources
- Massachusetts 950 CMR 112.29, LLC fees
- Massachusetts Corporations Division, filing fees
- Delaware Division of Corporations, LLC/LP/GP annual tax
- Delaware Division of Corporations fee schedule (PDF)
- Division of Corporations, certificates of status and entity status online
- Massachusetts Corporations Division, fee schedule
- Delaware Code Title 6, chapter 18, subchapter XI (fees and annual tax)
- G.L. c. 156C, 48, registration of a foreign LLC
- G.L. c. 156D, 15.07, registered office and agent of a foreign corporation
- 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.