Massachusetts Foreign Registration / The application
The Massachusetts foreign LLC application for registration, item by item
The Massachusetts foreign LLC application for registration is the filing under G.L. c. 156C, section 48, and it costs $500. It sets forth nine items, is signed and sworn to by an authorized person, and goes with a home-state certificate issued within 90 days. We prepare it for $199.
The application at a glance
- Official title
- Foreign Limited Liability Company Application for Registration (General Laws Chapter 156C, Section 48)
- Statute
- G.L. c. 156C, section 48
- Fee
- $500
- Deadline
- 10 days after the LLC commences doing business
- Signer
- an authorized person, signed and sworn
- Attached
- Certificate of legal existence or good standing under 90 days old
Item one: the names
The application gives the name of the LLC and, if different, the name under which it proposes to do business in Massachusetts. A foreign LLC may do business here under any name a Massachusetts LLC could assume, whether or not it is the home name. If the home name is not available, give the substitute here and use it consistently. Reserving a name before you file is optional and costs $30.
Item two: where and when it was organized
The application gives the jurisdiction where the LLC was organized and the date of its organization. The certificate you attach shows both facts, so copy them from it exactly.
Item three: the business
The application gives the general character of the business the LLC proposes to do in Massachusetts. One factual sentence is enough, for example operating a retail store in Springfield or owning rental housing in Lowell. Describe what the LLC will actually do.
Items four to six: the offices and the managers
Next come the address of the principal office of the LLC, if the LLC has managers, the name and address of each manager, and the address of the LLC principal office in Massachusetts, if any. The managers item applies only if the LLC has managers. Give each manager's name and address. An LLC run by its members states that it has no managers.
Item seven: the resident agent and the consent
The application gives the resident agent's name and address in Massachusetts and carries the agent's written consent. The agent's consent is what makes the appointment valid, so do not file without it. See the resident agent page.
Items eight and nine: dissolution date and real estate signers
Item eight applies only to an LLC with a fixed end date, which it gives as the latest date on which the LLC is to dissolve. Item nine is optional. It names, if desired, one or more persons authorized to execute, acknowledge, deliver and record a recordable instrument affecting an interest in real property. A holding company that will record deeds or mortgages in Massachusetts registries may want it.
The certificate that goes with it
The application is accompanied by a certificate of legal existence or a comparable certificate from the proper officer of the formation state, or other evidence of existence that the state secretary approves. It must be less than 90 days old. A certified copy of the home certificate of organization may replace any part of the application that it already states.
Signing and the oath
An authorized person signs the application and swears to it, and that person need not live in Massachusetts. Because the oath covers the contents, each item must be true on the day of signing.
What the state secretary does
The state secretary reviews the application. If the business is lawful for a Massachusetts LLC and the application complies with the section, the secretary endorses approval, and the application is then deemed filed and the LLC registered.
How we prepare the application
You supply the facts
Names, formation state and date, offices, managers and the Massachusetts business.
We complete the nine items
In the statute's order, from your answers.
An authorized person signs and swears
On paper or as the Division allows.
We attach the certificate and the consent
Under 90 days old.
We file
The package goes to the Corporations Division with $500.
After approval
Put the anniversary of registration on a calendar, since the annual report restates this application's information and costs $500. Correct any fact that changes with a certificate signed and sworn to by an authorized person. The annual report page has the details. Once the LLC is registered, a certificate of good standing from the Division costs $25.
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.
Massachusetts LLC application questions
Does the application have to be notarized?
The statute requires it to be signed and sworn to by an authorized person.
What if my home certificate is older than ninety days?
Order a new one before filing.
Does a corporation file the same application?
No. A foreign corporation delivers its own certificate instead.
Do I need to list managers?
Only if the LLC has managers.
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
- Massachusetts Corporations Division, fee schedule
- G.L. c. 156C, 48, registration of a foreign LLC
- G.L. c. 156C, 50, name of a foreign LLC
- G.L. c. 156C, 53, cancellation and withdrawal
- G.L. c. 156C, 49, duties of the state secretary
- G.L. c. 156C, 52, correcting or amending the application
Working in Massachusetts?
Tell us when work starts and we prepare your application.