Massachusetts Foreign Registration / Resident agent
The resident agent for a foreign LLC in Massachusetts
Changing a Massachusetts resident agent on paper or by fax costs $25, and filing it electronically costs nothing. Every foreign LLC working here must name an agent to receive legal papers, with the agent's written consent on the application, and if the agent cannot be found the state secretary receives the papers.
Who can serve
| Kind of agent | Condition |
|---|---|
| An individual | Lives in Massachusetts and has the registered office as a place of work |
| A Massachusetts company | A domestic corporation, nonprofit or LLC operating from the registered address |
| An authorized foreign company | A foreign corporation, nonprofit or LLC authorized here and operating from the registered address |
The rule for LLCs
The LLC chapter requires each foreign LLC working in Massachusetts to appoint a resident agent as its attorney for process, and it borrows the corporation chapter's rules on who can serve and how the appointment is made.
The written consent
The application must carry the agent's written consent to the appointment, either on the application or attached to it. Ask the agent to put the consent on paper, name the LLC and sign it. A verbal agreement does not satisfy the statute.
Changing the agent
A statement of change sets out the LLC's name, the street address of the current registered office and of any new one, the current agent, and the new agent with written consent, and says the addresses will match afterward. On paper or by fax, the fee is $25.
If the agent relocates
When an agent relocates its business office, one statement, filed after written notice to each client, can update the registered office for all of them. With a commercial agent, ask if it files such statements and whether it tells you first.
If no agent can be found
When the agent cannot be found at the stated address after a diligent search, or refuses to act, the LLC is treated as having named the state secretary to receive its papers. The state secretary mails them to the LLC's last known principal office. An agent that is out of reach is therefore a delay for the plaintiff and a risk for you, since the papers go to an address you may not watch.
Person or company as agent
An individual works if he or she stays in Massachusetts and forwards papers promptly. A commercial agent charges a yearly fee. An LLC with no Massachusetts presence needs an agent who lives or has an office here.
Using us as agent
We offer a Massachusetts resident agent with the order. Either way, the agent's consent must be in writing before the application goes in.
Corporations
A foreign corporation maintains a registered office and agent without a break, and changes either with a statement of change. The corporation page covers it.
What the consent says
The statute requires the agent's written consent to the appointment, on the application or attached to it. A short signed paragraph does the job: the agent names itself, names the LLC, states the Massachusetts address, and says it consents to serve as resident agent. Keep a copy.
Registered office and principal office
The registered office is the agent's Massachusetts business address, and it is where process is served. The principal office is where the LLC is run, and the application gives it separately. They can be different places. Mixing them up leads to a filing that names the right agent at the wrong address.
Questions to ask a commercial agent
Ask what it charges per year, how it forwards papers and how quickly, whether it files its own statement of change if it moves, and whether it will accept the consent wording above. An agent that cannot answer those four questions is a poor choice.
What the agent costs
An agent's price is whatever the agent charges. A commercial agent charges a yearly fee. Whoever serves, a later change of agent costs $25 on paper.
Questions about the agent
Can an owner serve as the agent?
Only an individual who lives in Massachusetts and works from the registered address.
What does an agent change cost?
$25 when filed on paper or by fax, and no fee when filed electronically.
What if I name no agent?
The application requires one, and the state secretary is the fallback for service.
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
- G.L. c. 156C, 51, resident agent of a foreign LLC
- G.L. c. 156D, 15.07, registered office and agent of a foreign corporation
- G.L. c. 156C, 48, registration of a foreign LLC
- G.L. c. 156D, 15.08, change of registered office or agent
- Massachusetts G.L. c. 156C, section 54, failure to register
Working in Massachusetts?
Tell us when work starts and we prepare your application.