Massachusetts Foreign LLC Registration (How-to Guide)

Are you looking to expand your business into Massachusetts? Registering a Foreign LLC in Massachusetts might seem tricky, but this guide will make it easy.

I’ll walk you through each step clearly and simply so you can set up your LLC without a hitch.

Let’s get started!

Massachusetts Foreign LLC Requirements

1. Certificate of Good Standing

Before registering your LLC in Massachusetts, you must provide a Certificate of Good Standing from the state where your LLC was originally formed. This certificate proves that your LLC is in good standing and up-to-date with all state requirements.

You can usually get this document from the Secretary of State or a similar office in your home state. It’s necessary to show that your LLC is legally compliant where it was created.

2. Massachusetts Registered Agent

Your Foreign LLC must have a registered agent in Massachusetts. This person or company will be responsible for receiving legal documents and official government correspondence on behalf of your LLC.

The registered agent must have a physical address in Massachusetts, not just a P.O. Box.

While you can use friends or family members as your registered agent, I recommend using a professional registered agent service.

3. Application for Registration

To officially register your foreign LLC, you need to complete and submit the Foreign Limited Liability Company Application for Registration.

This form includes several key pieces of information:

• LLC Name: Provide the legal name of your LLC as it is registered in your home state.
• Name in Massachusetts: If your LLC’s name is already in use in Massachusetts, you must provide an alternative name for use in the state.
• State of Formation: Indicate the state where your LLC was originally created.
• Date of Formation: Include the date when your LLC was formed.
• Principal Office Address: List the main business address of your LLC, where you conduct your operations.
• Massachusetts Registered Agent: Provide the name and address of your registered agent in Massachusetts.
• Purpose of Business: Describe the nature of your LLC’s business activities in Massachusetts.
• Management Structure: Specify whether your LLC is managed by its members or by appointed managers.
• Authorized Person’s Signature: The application must be signed by someone authorized to act on behalf of your LLC, confirming that the information provided is accurate.

By carefully completing and submitting this application, you’ll ensure your LLC is properly registered to do business in Massachusetts.

You can file your Massachusetts Foreign LLC Registration Application by mail, in person, or via fax.

If filing by mail or in person, send your completed form to:

Secretary of the Commonwealth
One Ashburton Place, Room 1717
Boston, Massachusetts 02108-1512

How to File a Foreign LLC in Massachusetts State

Step 1. Selecting Your Business Name (new or existing)

First, ensure that the name you want for your Foreign LLC is available in Massachusetts. You can search the Massachusetts Secretary of the Commonwealth’s online database here to check if your desired name is already in use.

If your LLC’s name is already taken, you may need to select a different name or use a distinct name to comply with state regulations.

Step 2. Obtain a Certificate of Good Standing

You must obtain a Certificate of Good Standing (also known as a Certificate of Existence) from the state where your LLC was originally formed. This certificate verifies that your LLC complies with its home state’s regulations and is legally allowed to do business.

Step 3. Appointing a Massachusetts Registered Agent (I use Northwest)

Designate a registered agent with a physical address in Massachusetts. This individual or company will receive legal documents and official correspondence on behalf of your LLC.

You can choose a professional registered agent service or an individual resident of Massachusetts.

I recommend using Northwest Registered Agent as your registered agent. They can help you with the entire process of forming your LLC.

To find out what sets Northwest Registered Agent apart—click here.

Step 4. Complete the Application for Registration

Fill out the Foreign Limited Liability Company Application for Registration form. This form requires several details, including your LLC’s name, state of formation, principal office address, registered agent information, and a brief description of your business activities.

Here’s what to include:

• Federal Identification Number (EIN)
• Official Name of LLC
• Name of LLC in Massachusetts (if different from the official name)
• Jurisdiction Where LLC Was Formed
• Date LLC Was Formed
• Business Purpose
• Principal Address of LLC (in the home state)
• Business Address in Massachusetts (if any)
• Name and Business Address of Each Manager (if any)
• Name and Business Address of Anyone Authorized to Buy and/or Sell Property in Massachusetts (optional)
• Name and Street Address of Registered Agent
• Date of Dissolution (if applicable)
• Additional Matters (optional)
• Signature of Authorized Person
• Signature of Registered Agent

Make sure all information is accurate and complete before submission.

Submit your completed Application for Registration and the required filing fee of $500 ($520 if filing by fax) to the Massachusetts Secretary of the Commonwealth.

Step 5. Find Foreign Registration Documents Online

After submitting your application, you can often track the status or access additional registration documents through the Massachusetts Secretary of the Commonwealth’s online portal. This lets you stay updated on your registration process and ensure everything is proceeding smoothly.

How long does it take?

Massachusetts usually processes faxed and in-person foreign LLC filings within 1 business day. Mailed filings can take up to 2 weeks, but it’s a good idea to expect longer delays because of postal delivery times.

Registration Fee – How Much Does a Foreign LLC in Massachusetts Cost?

To register a Foreign LLC in Massachusetts, you must pay a registration fee.

The cost varies depending on how you submit your application:

• Standard Filing Fee: The basic fee for filing your Foreign Limited Liability Company Application for Registration is $500. This is the cost if you submit your application by mail or in person.
• Fax Filing Fee: If you submit your application by fax, the fee is slightly higher at $520. This extra amount accounts for the additional processing involved with fax submissions.

It’s important to be aware of these costs when planning your registration. The fee covers processing your application and the official registration of your LLC to do business in Massachusetts.

Be sure to check for any updates or changes in the fee structure on the Massachusetts Secretary of the Commonwealth’s website or contact their office directly.

Planning for these fees and expenses ensures a smooth registration process and avoids any unexpected costs.

It is a one-time fee, and depending on your preference, you can pay online, by mail, or in person. But my favorite registered agent costs less than $100. Click here.

Do Massachusetts foreign LLCs need to file a Certificate of Organization?

No, Massachusetts foreign LLCs do not need to file a Certificate of Organization. The Certificate of Organization is required to form a new LLC within Massachusetts, not to register a foreign one.

For a foreign LLC (an LLC formed outside Massachusetts) that wants to do business in the state, you must file a Foreign Limited Liability Company Application for Registration.

This form registers your foreign LLC to operate in Massachusetts and includes details about your LLC’s home state, registered agent in Massachusetts, and other relevant information.

The Certificate of Organization is specific to forming new LLCs within Massachusetts. In contrast, the Application for Registration is used for entities already formed in other states seeking to conduct business in Massachusetts.

How are Foreign Entity LLCs in the State of Massachusetts taxed?

Foreign LLCs operating in Massachusetts are subject to the same tax regulations as domestic LLCs.

Here’s a detailed look at how these taxes work:

Pass-Through Taxation

By default, Massachusetts treats LLCs as pass-through entities for tax purposes. This means that the LLC itself does not pay income taxes. Instead, the LLC’s profits (or losses) pass through to its members, who report this income on their individual tax returns. This setup avoids double taxation, where both the company and its owners would be taxed on the same income.

Each member of the LLC includes their share of the LLC’s profits or losses on their personal income tax return. The members pay taxes at their tax rates, which can simplify tax reporting and potentially reduce the overall tax burden.

Choosing Corporate Taxation

While the default pass-through taxation applies, an LLC can be taxed as a corporation if preferred. To make this election, the LLC must file Form 8832, “Entity Classification Election,” with the IRS. This choice allows the LLC to be taxed as a C-corporation or an S-corporation.

• C-Corporation Taxation: If taxed as a C-corporation, the LLC will pay corporate income tax on its profits. The members will also be taxed on dividends, resulting in double taxation—once at the corporate level and again at the individual level.
• S-Corporation Taxation: If the LLC elects S-corporation status, it continues to be a pass-through entity for federal tax purposes, but with certain restrictions and requirements. S-corporations avoid double taxation, as profits pass through to the shareholders’ tax returns. However, there are more complex rules and requirements for this election.

Massachusetts-Specific Taxes

Regardless of the federal tax classification, a foreign LLC must comply with all Massachusetts tax obligations. This includes:

• State Income Taxes: Foreign LLCs must file an annual Massachusetts tax return, reporting their income and paying any applicable state taxes.
• Sales and Use Taxes: If the LLC sells goods or services in Massachusetts, it must collect and remit sales tax. It may also be liable for use tax on purchases made for use in the state.
• Other Taxes: Depending on the nature of the business, there may be other state-specific taxes or fees.

FAQs on Massachusetts Foreign LLC Registration

Can I Be My Registered Agent for My Massachusetts LLC?

Yes, you can be your own registered agent for your Massachusetts LLC, provided you have a physical address in the state where you can receive legal documents and official correspondence. However, many business owners hire a professional registered agent to ensure that they don’t miss important documents and maintain privacy.

Why Hire a Massachusetts Registered Agent Service?

Hiring a Massachusetts registered agent service offers several benefits:

• Privacy: Keeps your address off public records.
• Reliability: Ensures that you receive important legal documents and notices promptly.
• Compliance: Helps you stay compliant with state regulations by forwarding documents and reminders.

How Can I Withdraw My Massachusetts Foreign LLC?

To withdraw a foreign LLC from Massachusetts, you must file a Certificate of Withdrawal with the Massachusetts Secretary of the Commonwealth. You’ll need to:

1. Ensure that all state taxes and fees are paid.
2. Submit the completed Certificate of Withdrawal form.
3. Confirm that your LLC is in good standing and has no outstanding obligations.

Is a Physical Presence Required in Massachusetts to Form an LLC as a Foreigner?

No, a physical presence in Massachusetts is not required to form an LLC as a foreigner. However, you must appoint a registered agent with a physical address in Massachusetts to handle legal and official documents on behalf of your LLC.

How Do I Amend a Foreign LLC in Massachusetts?

To amend a foreign LLC in Massachusetts, you must file an Amendment to the Foreign Limited Liability Company Application for Registration. This includes updating any changes to your LLC’s information, such as its name, business address, or registered agent details. Ensure the form is completed accurately and submitted to the Massachusetts Secretary of the Commonwealth with any applicable fees.

What Does It Mean to Do Business in Massachusetts?

In Massachusetts, “doing business” generally means engaging in regular and substantial activities within the state. This includes owning or leasing real estate, conducting business transactions, or performing services that require a physical presence or substantial business operations in the state.

Does a Foreign LLC Have to File an Annual Report in Massachusetts?

Yes, a foreign LLC doing business in Massachusetts must file an annual report with the Massachusetts Secretary of the Commonwealth. Your report is due each year on or before the date you officially registered to do business in Massachusetts, otherwise known as your company’s anniversary date. The filing fee is $500.