Massachusetts Foreign Registration / What counts
Is your LLC transacting business in Massachusetts? The statute's two lists
Owning or leasing real estate, doing construction or repair, or putting people to work in Massachusetts is transacting business, and the LLC must register within 10 days for $500. Interstate commerce, independent-contractor sales and orders accepted elsewhere are on the safe list.
Where the test comes from
The LLC statute does not write its own list. It says a foreign LLC is considered to be doing business if it would be so considered under the foreign corporation part of the corporation law. That makes the corporation chapter's section on authority to transact business the working test for LLCs too, and it explains why the corporation and LLC pages here share vocabulary.
Activities that do constitute transacting business
| Activity | In plain terms |
|---|---|
| Real estate | Owning or leasing real estate in Massachusetts |
| Construction | Building, altering or repairing a structure, railway or road |
| Labor | Any other work that puts people to labor in the state |
The statute introduces these with the words among others, so they are examples and not a closed list.
Activities that do not, without more
| Activity | In plain terms |
|---|---|
| Proceedings | Maintaining, defending or settling any legal proceeding |
| Internal affairs | Holding board or owner meetings or other internal activity |
| Bank accounts | Keeping a bank account |
| Securities offices | Offices for transfer and registration of the entity's own securities, and trustees or depositories for them |
| Independent contractors | Selling through independent contractors |
| Orders accepted elsewhere | Soliciting orders that need acceptance outside Massachusetts before they become contracts |
| One-off deals | One deal that stands apart from a pattern of similar deals |
| Interstate commerce | Transacting business in interstate commerce |
| Regulated activity | Activity regulated under the banking or insurance chapters, if the entity complies with that chapter |
The phrase without more matters. These activities do not count by themselves, but combined with real estate or labor in the state, the combination can.
Why leasing counts
Renting an office, a storefront, a warehouse or a workshop in Massachusetts is the leasing of real estate, which the statute names. That is why a business opening one location here has to register. It also covers an LLC that rents out its own building, since owning or leasing both appear in the same item.
What counts as labor
The labor clause is the broadest. An employee who works in Massachusetts, a contractor who does the LLC's work on a job site here, or a crew that installs the LLC's product is putting people to work in the state. The statute leaves the line unmarked.
The commerce carve-outs
Three items on the safe list matter most to online and wholesale sellers. Interstate commerce does not count. Selling through independent contractors does not count. Soliciting orders that must be accepted outside Massachusetts before they become contracts does not count. An online seller that ships from another state and holds no Massachusetts property may fit all three. The same seller with a Massachusetts warehouse fails the test on the real estate item alone.
Cases that cross the line
An LLC that leases a store, studio or warehouse in Boston. An LLC that employs a technician who services equipment on customer sites in Worcester. An LLC that owns a rental triplex in Lowell. An LLC whose contractors do construction or repairs on Cape Cod. In each, at least one of the three named activities is present.
Cases that stay on the safe side
An LLC that holds a board meeting at a Boston hotel. An LLC that keeps a Massachusetts bank account to receive customer payments. An LLC that is sued in a Massachusetts court by a customer and defends the case. An LLC that signs a single purchase of Massachusetts equipment and nothing else. An LLC that takes purchase orders by mail from Massachusetts buyers and accepts them at its office in another state.
Parents and subsidiaries
The test attaches to the LLC that does the activity. A parent LLC whose only connection is owning shares in a Massachusetts subsidiary is not made to register by that fact, while a parent that signs the lease itself is. Keep each entity's activity separate in your own analysis.
What happens if you cross the line unregistered
The fine is up to $500 per year of non-compliance, and the LLC cannot sue in the Commonwealth's courts while that lasts. It may still defend a suit, its contracts remain good, and no member or manager becomes personally liable merely because registration was skipped. The fine page has the detail.
Taxes are a separate question
Whether an LLC owes Massachusetts tax is decided under the tax statutes, and registering with the Corporations Division neither creates nor removes a tax duty. Ask a Massachusetts accountant.
Corporations
A foreign corporation uses the same two lists directly. It delivers its certificate within 10 days after it commences transacting business or has a usual place of business here. See the corporation page.
A short test
Ask three questions in order. Does the LLC own or lease real estate in Massachusetts? Is anyone doing construction, repair or other labor for it in the state? Is anything it does here more than the nine safe activities? A yes to the first or second means register. A yes only to the third is a case for the lawyer section below. Three noes put the LLC outside the statute for now.
When to call a lawyer
A lawyer is worth the call when the LLC has been active for years without registering, when a lawsuit is possible, when a lender or insurer wants proof of good standing, or when the facts sit between the lists. We prepare the filing and leave the question of which side of the line your facts fall on to a Massachusetts lawyer.
What-counts questions
Does renting an office in Massachusetts mean I must register?
Yes. A Massachusetts lease puts the LLC in the transacting-business category.
Is a Massachusetts bank account enough to require registration?
No. The statute names a bank account among the activities that are safe on their own.
Does selling online into Massachusetts count?
Interstate commerce does not, but a Massachusetts warehouse or employee can.
Is the list complete?
No. The statute says neither list is exhaustive.
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 G.L. c. 156D, section 15.01, authority required
- Massachusetts G.L. c. 156C, section 54, failure to register
- G.L. c. 156D, 15.03, certificate of a foreign corporation
Working in Massachusetts?
Tell us when work starts and we prepare your application.