Massachusetts Foreign LLC Registration
If you run an LLC located outside of Massachusetts and you want to do business here, you must register as a Massachusetts Foreign LLC. (“Foreign,” in this case, just means out of state.) This requires filing an Application for Registration with the Secretary of the Commonwealth of Massachusetts, paying the $500 state fee, and collecting necessary documents. This page includes everything you need to know:
Keep reading to follow our DIY guide. Or, hire us to get your foreign LLC registration done now!
DIY Filing Guide
Registering your existing LLC in Massachusetts requires several steps before ultimately filing your registration application with the state. Here’s what you’ll need to do:
1. Get a Registered Agent
All LLCs operating in Massachusetts, including LLCs formed out of state, are required to have a Massachusetts Registered Agent. This person or entity must be located in the Commonwealth and be available during regular business hours. As professional registered agents, it’s our job to be available to receive your mail and deliver it to you right away, so you never miss an important legal notice.
Can my friend who lives in Massachusetts serve as my registered agent?
While a trusted friend or relative can legally serve as your registered agent, that person must still be available to receive important mail on your behalf during normal business hours, five days a week. That’s a big ask for most people, which is why many businesses choose to hire a registered agent service (like us!).
2. Check for Name Availability
Before you can foreign register your LLC, you’ll have to make sure your existing name complies with state law. According to M.G.L. Chapter 156C §3, your name cannot be the same as, or “deceptively similar” to, any existing companies organized or registered in Massachusetts.
What does “deceptively similar” mean?
The state law is vague on this, but in general you can’t replace a few letters and hope your name will pass. For example, if your business is called “Wild & Crazy, LLC” you probably won’t be able to register it as “Wild and Krazy, LLC” in Massachusetts. These names are too similar.
What do I do if my business name is already being used in Massachusetts?
You’ll have to choose a name that is available. You’ll include your current business name on your registration application—the one registered in your home state—as well as the new name, which is what you’ll use to operate in Massachusetts.
Can I get a DBA for my current business name?
While you can register a DBA (doing business as) name in Massachusetts, you won’t be able to register a DBA name that’s already registered in the state, regardless of the entity type. (Note that if you intend to get a DBA for your business, this will have to be done at the City Clerk’s office where you operate.)
3. Obtain a Certificate of Good Standing
A Certificate of Good Standing (sometimes called a Certificate of Existence) shows that your company legally operates in your home state. Massachusetts officials need to see this before they’ll allow your company to do business in the Commonwealth. You’ll be able to get this type of certification from the Secretary of State’s office in your home state, or wherever you filed your formation papers.
4. Complete Your Application for Registration
The main filing you have to submit to the Massachusetts Secretary of the Commonwealth is called Foreign Limited Liability Company Application for Registration. This filing comes with a mandatory state fee of $500 (plus $20 for expedited service). Here’s what you’ll need to include:
- Federal Employer Identification Number (FEIN or EIN)
- Name of LLC, as registered in your home state (and name under which you’ll operate in Massachusetts, if different)
- Jurisdiction and date of formation in your home state
- General character of the type of business you’ll be conducting in MA
- Address of your principal office
- Name and business address of each manager (if different from principal office address)
- Business address of principal office in MA (if you have one)
- Name and address of registered agent (also called resident agent)
- Date of dissolution, if you have one (most companies don’t)
- Authorized signature
Note that if you own a professional LLC, you’ll have to file a Foreign Professional Limited Liability Company Application for Registration.
5. Submit Your Paperwork
Your completed Application for Registration, along with your Certificate of Good Standing, can be submitted by mail, in person or via fax. (The Secretary of State doesn’t accept online filings for foreign LLC registrations.)
By Mail or In Person:
Secretary of the Commonwealth
One Ashburton Place, Room 1717
Boston, Massachusetts 02108-1512
Via Fax: (617) 624-3891
If filing via fax, you’ll need to include this Fax Voucher Coversheet.
How do I know whether my application is accepted?
Once your paperwork is filed, the state returns a filed certificate of authority from the Massachusetts Secretary of State, Corporations Division.
Foreign Registration FAQ
When should I register to do business in Massachusetts?
You have 10 days after doing business in Massachusetts to apply for foreign qualification.
How much does it cost to register a foreign LLC in Massachusetts?
The state fee for registering a foreign LLC in Massachusetts is $500, so that’s the bare minimum. You’ll also need a registered agent. Unless you have a friend who works in a law office and agrees to be your registered agent for free, this will cost you anywhere from $49 to $250 per year. (Note: we’re the least expensive service out there.)
Do I need to register my LLC in Massachusetts?
You need to register as a foreign LLC in Massachusetts if you are “doing business” in Massachusetts. This generally refers to an exchange of money for business purposes. The state statutes don’t specifically define what “doing business” is, but instead defines what “doing business” is NOT (M.G.L. Chapter 156C §15.01). For example:
- Owning real estate
- Maintaining, defending, or settling a legal proceeding
- Maintaining bank accounts
- Selling through independent contractors
- Etc.
If you’re selling anything in Massachusetts, chances are you’ll need to foreign register your LLC. If you’re not quite sure, it might be a good idea to reach out to a business lawyer or consultant.
Do Massachusetts Foreign LLCs need to file annual reports?
Yes. All business entities registered to do business in the Commonwealth must file an annual report. For foreign LLCs, the fee is $500.
How do I dissolve a foreign LLC in Massachusetts?
To dissolve your foreign LLC registration in Massachusetts you’ll have to submit a Certificate of Withdrawal to the Corporations Division online. It requires the following information:
- Federal Employer Identification Number (FEIN or EIN)
- Name of company (including the name it’s registered under in MA, if different)
- Business address of principal office
- Business address of principal office in MA (if applicable)
- Name and address of registered agent
- Confirmation that your company is no longer doing business in MA
- Confirmation that all MA taxes and fees have been paid
The filing fee for withdrawing a Foreign LLC is $100.
Benefits of Working with
Massachusetts Registered Agent LLC
As your registered agent, we can take care of everything required to register your out-of-state LLC in Massachusetts. We’ll obtain the correct documentation from your home state and make sure your paperwork is filed correctly with the state. Plus, you get:
- Secure online account
- Registered agent service
- Same-day mail scans
- Access to a library of state documents
- Annual compliance reminders
We’ll make sure you’re all set to do business in Massachusetts now, and for the lifespan of your company.