Massachusetts Foreign Registration / Register an LLC
From first day of work to registered LLC in Massachusetts
A foreign LLC gets registered in Massachusetts by delivering a sworn application, $500, a named resident agent and a home-state certificate issued in the last 90 days to the state secretary within 10 days of starting work here. The state secretary reviews it, and once approved the LLC is registered.
The sequence at a glance
| Stage | Responsible | Result |
|---|---|---|
| 1. Decide that the activity counts | The LLC | A verdict from the statute's two lists |
| 2. Fix the start date | The LLC | The day the ten days begin |
| 3. Settle the name | The LLC | A usable Massachusetts name |
| 4. Appoint the resident agent | The LLC and the agent | A Massachusetts office and written consent |
| 5. Get the home certificate | The formation state | A document under 90 days old |
| 6. Complete and swear to the application | An authorized person | 9 statutory items |
| 7. File and pay | The LLC or us | $500 |
Stage 1: does the activity count?
Massachusetts applies to LLCs the same doing-business test it uses for foreign corporations. Owning or leasing real estate counts, construction, alteration or repair work counts, and so does any other activity that requires labor. A list of nine activities without more does not count, and the statute says neither list is exhaustive. The page on transacting business sets the two lists out and tests them against common situations.
Stage 2: fix the start date
The statute allows 10 days from the day the LLC begins operating here. Write the date down. If the LLC is already working in Massachusetts and the ten days are past, register at once. Which day counts as the start depends on your facts, and so does the fine, which accrues year by year; a Massachusetts business lawyer can tell you both. Every day of delay also extends the period in which the LLC cannot sue in a Massachusetts court.
Stage 3: settle the name
A foreign LLC may register and do business here under any name, whether or not it is the name at home, provided a Massachusetts LLC could assume that name. Search the Corporations Division database for the name before you file. Reserving a name is optional and costs $30. If the home name is taken, pick another for Massachusetts and show both on the application.
Stage 4: appoint the resident agent
A foreign LLC working here names a resident agent as the person on whom legal papers are served, and the application carries the agent's written consent, on its face or as an attachment. The agent can be an individual who resides here or an entity with a Massachusetts business office that matches the registered office. See the resident agent page.
Stage 5: get the home certificate
Ask the formation state for a certificate of legal existence or good standing. The fee schedule's note says it must be under 90 days old when the registration is filed. The statute also lets the state secretary approve other evidence of legal existence. Order the certificate last, so the clock on its age is still running when the application is signed. An LLC with a foreign-language certificate also needs a sworn translation, so that order goes in early.
Stage 6: complete and swear to the application
The application sets forth the nine statutory items. Take each from the LLC's records, and if its home-state certificate of organization already states some of them, a certified copy of that certificate can stand in for that part. An authorized person signs it and swears to it. A manager list is required only if the LLC has managers.
Stage 7: file and pay
The Division takes $500 for the registration, payable to the Commonwealth of Massachusetts. When it approves the application, the application is deemed filed and the LLC registered. Approval turns on the lawfulness of the LLC's business for a Massachusetts LLC and on whether the application meets the statute.
Speed and the expedite fee
Faxed and electronic filings can pay an expedite fee of $20 on a $500 filing. The expedite fee scales with the order: it starts at $3 on the smallest orders and is $20 on a $500 registration, so an expedited registration comes to $520. We confirm the available filing routes for each order.
After the registration
The first thing to do after approval is to put the anniversary on a calendar, since the annual report is due on or before it and costs $500. The second is to keep the application accurate: a statement that was false when made, or a fact that has since changed, is corrected promptly by a certificate that an authorized person signs and swears to. An amendment costs $100.
The yearly report
The annual report restates, in updated form, the information in the application, and costs $500. A missed one stands between the LLC and good standing, and good standing is a precondition for withdrawing and for reinstatement. The annual report page explains what a late one leads to.
Withdrawing when the work ends
A foreign LLC leaves by a sworn certificate of withdrawal that gives its name, principal office, Massachusetts office and agent, a statement that it is not doing business here, and a statement that all taxes and fees owed to the commonwealth are paid or provided for. The fee is $100. The withdrawal page has the order of steps.
A worked example
A Delaware LLC that sells handmade furniture signs a lease for a workshop in Worcester on the first of March and starts work on the fifteenth. It counts ten days from the day work begins, so it plans to file by the twenty-fifth. It orders a Delaware certificate on the sixteenth, names a Worcester agent who consents in writing, and has the manager sign under oath. The package goes in on the twenty-second with $500, and the annual report is calendared for the first anniversary. Because the lease and the labor both count, the LLC had no real choice about registering, only about how early to start.
Pitfalls before you file
Before you file, confirm four points. Is the certificate under ninety days old, counted to the filing date and not to the signing date? Does the agent's consent travel with the application? Is the signature sworn, not just signed? And does every manager appear, with an address? An application that is returned must be fixed and sent again while the ten days keep running.
What the review looks at
The state secretary asks two things. Could a Massachusetts LLC lawfully carry on this business? And does the application meet the registration section, meaning it is sworn, complete and accompanied by the certificate and the consent? A business Massachusetts law denies to its own LLCs is the first reason for refusal, and a missing item is the second. Neither turns on the fee.
Foreign-language certificates
A certificate issued in any language but English travels with a translation sworn to by the translator. Start the translation as soon as the certificate is ordered, since both must be in the envelope inside the ninety-day window.
Costs along the way
The registration is $500. An expedite fee of $20 applies to a fax or electronic filing at that amount. The home certificate is priced by the formation state. Holding a name in advance is optional and costs $30. A resident agent charges its own fee. Then $500 follows on each anniversary. The fee page puts these in tables.
Changing facts during the first year
Three kinds of change come up. Replacing the agent or the registered office is done with a statement of change naming the old and new details, with the new agent's consent attached. A new name, manager or business activity makes the application inaccurate, and the statute asks for a prompt sworn certificate. And a change made on purpose, such as opening a new Massachusetts office, goes through an amendment for $100.
Several entities at once
A group with a Delaware parent and two operating LLCs in Massachusetts files one application per LLC. Each has its own start date, its own ten days, its own certificate and its own $500. Take the same care with the agent: one commercial agent can serve all of them, but each appointment needs its own written consent.
Paying the Division
Payment goes with the filing. Mail takes a check or money order made out to the Commonwealth of Massachusetts, while a filing made by fax or electronically can pay by card or e-check. An expedited amendment pays $10 on its $100 fee, on the same scale as the registration.
If the registration is revoked
An LLC whose registration is revoked files the Application for Reinstatement Following Administrative Revocation, which costs $100 once every missing annual report is on file. The home certificate that goes with it must be less than 90 days old.
Papers to keep
Keep the application as filed, the certificate, the agent's consent, the payment receipt and the approval. Add the start date and a note of how it was set. If a fine is ever raised, have the start date ready.
Counting the ten days
The statute counts from the day the LLC commences doing business. Once you know that date, we enter it and file.
The first thirty days after approval
After approval, do five things. Save the approval with the LLC's records. Put the anniversary of registration on a calendar. Tell the resident agent the approval is in. Check the Division's database to see that the name, the agent and the addresses read correctly. And separately register for the taxes and local licenses the Massachusetts business needs, which sit with the Department of Revenue and the city or town and not with the Corporations Division.
Questions to settle before ordering
Settle five questions before you order. What is the real start date? Who is the agent, and have they agreed in writing? Do you hold a home certificate issued within the past ninety days, or can you order one today? Does the LLC have managers? And is more than one entity affected? With those answers, the application can be drafted in a day.
Registering a foreign LLC in Massachusetts
Note the start date
The ten days begin on the day Massachusetts business starts.
Name the agent and get consent
A Massachusetts office, with written consent.
Order the home certificate
Less than 90 days old at filing.
Complete the application
Fill in the nine items; an authorized person signs and swears.
File with the Corporations Division
$500, with any expedite fee.
What goes in the envelope
| Piece | Contents | From |
|---|---|---|
| Application | The nine statutory items, sworn | You, or us from your answers |
| Home certificate | Legal existence or good standing | The formation state |
| Agent consent | Written, on or attached to the application | The agent |
| Payment | $500 | Itemized at checkout |
What registering does not change
Home-state law still controls the LLC's structure and internal arrangements, along with what its members and managers answer for, and Massachusetts may not turn registration away merely because its own LLC law differs. The registration lets the LLC do business here. It does not turn the LLC into a Massachusetts LLC.
Taxes and licenses sit elsewhere
The Division registers the entity. It does not register employers for withholding, sellers for sales tax, or businesses for local licenses. Those go through the Department of Revenue and the city or town. The revocation rules for corporations show how tightly the two are linked: failing to file tax returns or pay taxes for two or more consecutive years is a ground for revoking a foreign corporation's authority.
Registration guide questions
Does the application need a notary?
It must be signed and sworn to by an authorized person.
Do I need a Massachusetts office?
The resident agent needs a Massachusetts office. The LLC itself may have none.
Can I file before I start work?
The statute sets a deadline after commencing business and does not forbid earlier filing.
What if I miss the ten days?
Register right away. The fine can reach $500 per year of delay.
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, 48, registration of a foreign LLC
- Massachusetts Corporations Division, fee schedule
- G.L. c. 156C, 49, duties of the state secretary
- Massachusetts G.L. c. 156D, section 15.01, authority required
- Massachusetts G.L. c. 156C, section 54, failure to register
- G.L. c. 156C, 50, name of a foreign LLC
- G.L. c. 156C, 51, resident agent of a foreign LLC
- G.L. c. 156C, 47, law applicable to a foreign LLC
- G.L. c. 156C, 52, correcting or amending the application
- G.L. c. 156C, 53, cancellation and withdrawal
- G.L. c. 156D, 15.08, change of registered office or agent
- G.L. c. 156D, 15.30, grounds for revocation
Working in Massachusetts?
Tell us when work starts and we prepare your application.