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Massachusetts Foreign Registration / Corporations

Foreign corporations in Massachusetts: the certificate, the fees and the risks

A foreign corporation registers in Massachusetts by sending a certificate of registration to the secretary of state inside 10 days of beginning to transact business, with $400 and a certificate of existence from home. The yearly report is $125, or $100 online.

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The corporation filing at a glance

Filing
Foreign Corporation Certificate of Registration
Statute
G.L. c. 156D, section 15.03
Fee
$400
Fee if faxed
$375
Deadline
10 days after commencing business
Yearly report
$125, $150 if late

What the certificate sets forth

The certificate has 8 parts. It names the corporation, or a compliant substitute if its own name cannot be used here; the place of incorporation; the date of incorporation and how long it lasts; the street address of its principal office; its registered office and registered agent, with the agent's signed consent; its fiscal year; a short account of what it will do in Massachusetts; and who its directors and officers are, with their usual business addresses.

The certificate of existence

The corporation files with the certificate a proof of existence from home, or a comparable document, authenticated by whoever holds the entity records in its home state. The secretary of state approves it when the corporation's business is lawful for a Massachusetts corporation, and once the fee is paid the corporation counts as registered.

The name

A name that does not meet Massachusetts requirements can be adjusted. The corporation may add a word such as corporation, incorporated, company or limited, or use a fictitious name if its real name is unavailable, adopted by a board resolution that the corporation secretary certifies. A name can be protested in writing within 90 days of filing.

The registered office and agent

The corporation keeps a registered office, which may be one of its places of business, and a registered agent. The agent is an individual who resides here and whose business office matches the registered office, or a domestic or authorized foreign corporation or LLC with a matching office. A statement of change updates the office or agent and carries the new agent's written consent.

What the registration gives

Filing authorizes the corporation to transact business here, subject to the Commonwealth's right to revoke the authority. It has the same rights and privileges, and the same duties, restrictions, penalties and liabilities, as a domestic corporation of like character, and no greater ones.

Changes along the way

The corporation delivers an amendment if it changes its name, duration, state of incorporation, principal office street address, fiscal year or Massachusetts activities, for $100. A name or home-state change must come with an authenticated certificate evidencing the change.

Consequences of acting without the certificate

Until its certificate is filed, the corporation cannot pursue a proceeding in a Massachusetts court, and a successor, or anyone who took over a claim from that business, is held to the same limit. The corporation owes the Commonwealth the late fees, interest and penalties that registration would have attracted, plus a monthly sum the secretary of state sets. No monthly sum accrues for the first 10 days if the certificate arrives by then. The attorney general may sue to collect and to restrain the business until the sums are paid. Its acts and contracts stay valid.

Losing authority

The secretary of state may revoke a foreign corporation's authority if it has failed to file reports or tax returns, or pay taxes, for 2 or more consecutive years. The corporation gets written notice and 90 days to correct each ground before revocation. The agent's power to accept service survives a revocation until the agent resigns. Reinstatement costs $100 and needs a Department of Revenue certificate that returns are filed and taxes paid.

Leaving

A foreign corporation may not withdraw without the secretary of state's consent. Its application for withdrawal reports that it has stopped doing business here, pulls the agent's authority, points claims from its time of authority to the secretary of state, gives a mailing address, and certifies that known taxes are settled or provided for. The certificate of withdrawal costs $100.

Nonprofits and partnerships

Tell us if the corporation is a nonprofit, and we check the filing and fee when we prepare it. A foreign limited partnership registers for $200 and files a $500 annual report, or $450 online.

How we prepare the corporation filing

  1. Confirm the start date

    Ten days run from commencing business or a usual place of business.

  2. Order the certificate of existence

    Authenticated by the official at home.

  3. Name the registered agent

    An office that matches the registered office, with written consent.

  4. Gather the officers and directors

    Each with a business address.

  5. We file

    $400 to the Corporations Division.

Massachusetts corporation questions

How much does a foreign corporation pay to register?

$400, or $375 if filed by fax.

Who is named in the certificate?

The corporation lists its current directors and officers with their business addresses.

What does the yearly report cost?

$125, $150 if late and $100 online.

Prepare my corporation filing

Our fee and the Commonwealth's

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$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
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Sources

  1. Massachusetts 950 CMR 112.29, LLC fees
  2. Massachusetts Corporations Division, filing fees
  3. G.L. c. 156D, 15.03, certificate of a foreign corporation
  4. Massachusetts Corporations Division, fee schedule
  5. G.L. c. 156D, 15.06, name of a foreign corporation
  6. G.L. c. 156D, 15.07, registered office and agent of a foreign corporation
  7. G.L. c. 156D, 15.08, change of registered office or agent
  8. G.L. c. 156D, 15.05, effect of filing the certificate
  9. G.L. c. 156D, 15.04, amended certificate
  10. Massachusetts G.L. c. 156D, section 15.02, consequences
  11. G.L. c. 156D, 15.30, grounds for revocation
  12. G.L. c. 156D, 15.31, procedure for revocation
  13. G.L. c. 156D, 15.32, reinstatement after revocation
  14. G.L. c. 156D, 15.20, withdrawal of a foreign corporation

Working in Massachusetts?

Tell us when work starts and we prepare your application.

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