Massachusetts Foreign Registration / Fine and courts
The fine and the courthouse door: unregistered in Massachusetts
Massachusetts sets a fine of up to $500 for every year of the failure when a foreign LLC works here unregistered. Until it registers, the LLC also cannot bring an action in a Massachusetts court. Contracts survive, the LLC may answer any suit filed against it, and members and managers escape personal liability on that ground alone.
The consequences in a table
| Effect | In the statute |
|---|---|
| Fine | Up to $500 a year while the failure lasts |
| Suing | No action or recovery in Massachusetts courts while the failure lasts |
| Defending | Any action brought against the LLC may be defended |
| Contracts | Not made invalid by the failure |
| Members and managers | Not liable for the LLC's obligations solely because of the failure |
| Service of process | Served on the state secretary, who forwards it by mail |
The fine runs by the year
The statute fixes a ceiling and a period. The fine is capped at $500 per year, and a year is counted for every year the LLC stays unregistered while doing business. Three such years could therefore carry up to $1,500.
The locked courthouse
As long as the LLC stays unregistered, it cannot bring an action or win a recovery in any Massachusetts court. For a landlord seeking rent or a supplier chasing payment, that is the sharper cost. Because the bar lasts only while the failure does, registering ends it from that point.
What the failure does not touch
A contract involving the LLC stays valid. The LLC may answer a case brought against it in a Massachusetts court. And a member or manager is not made liable for the LLC's obligations solely by the failure to register.
Being sued like anyone else
A foreign LLC can be sued, and its property attached, in the same way as a resident of another jurisdiction. Service on an unregistered LLC, or on one whose agent cannot be found after a diligent search at the stated address or refuses to act, is made on the state secretary, who forwards it to the LLC's last known principal office.
Criminal process
The same service route applies to process for the violation of a criminal law of the commonwealth. It tells you that the state secretary is a valid address for service in either kind of case.
Corporations face more
A foreign corporation in the same position cannot maintain a court proceeding, owes the late fees, interest and penalties registration would have attracted, owes a monthly sum set by the secretary of state, and can be restrained by the attorney general until the sums are paid. See the corporation page.
After registering: staying in good standing
Registration is not the end of the exposure. A foreign LLC must file all annual reports before it can be reinstated, and cancelling or withdrawing requires good standing first. A foreign corporation's authority can be revoked after two or more consecutive years of missing reports, tax returns or taxes.
Reinstating after revocation
An LLC whose registration was revoked applies for reinstatement for $100. It must have filed all the missing annual reports and attach a home-state certificate issued within the last 90 days. If it missed one report, that adds $500, for $600 in total.
If you are already late
Registration filed late costs the usual fee. Registering does one thing for certain: it lifts the bar on suing from that day forward.
Curing it
Register. The bar on suing lasts as long as the failure continues, so filing the application ends it from that point. File the annual reports that came due while the LLC was unregistered, because the Division wants every one filed before it will reinstate or let the LLC withdraw. Then ask a Massachusetts lawyer what to do about the fine for the earlier years.
What it means in practice
An unregistered LLC that rents a house to a tenant can defend a suit but cannot bring one to evict, collect rent or sue for damage while the failure lasts. A supplier that delivered goods to a customer here in the same position cannot sue for the invoice. Both keep the contract, since it stays valid, but they lose the court.
Fine questions
How big is the fine?
At most $500 per year of non-compliance.
Are my contracts void?
No. The statute says the failure does not affect the validity of any contract.
Can an unregistered LLC be sued?
Yes. It can defend, and the state secretary receives 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
Working in Massachusetts?
Tell us when work starts and we prepare your application.