Massachusetts Foreign Corporation Registration
If you plan to do business in Massachusetts but formed your corporation elsewhere, you must register as a Massachusetts Foreign Corporation. (“Foreign,” in this case, just means out of state.) This requires filing a Certificate of Registration with the Secretary of the Commonwealth of Massachusetts, paying the $400 state fee ($375 if faxed), and collecting necessary documents. Click on the links below to learn more:
DIY Filing Guide
1. Get a Registered Agent
You must have a Massachusetts Registered Agent in order to register your corporation in MA. Your registered agent must be located in the Commonwealth and be available during regular business hours. As professional registered agents, this is what we do. We’re available five days a week to accept legal mail for your business, and deliver it to you right away.
Can anyone be my registered agent?
Your registered agent must be over 18 and live in the Commonwealth. Technically, this can be a close friend or relative. However, this person must also be available during normal business hours (M-F, 8am-5pm) to receive important mail for your business. Most people’s lives and jobs aren’t conducive to those rules, which is why many businesses choose to hire a registered agent service (like us!).
2. Check for Name Availability
All entities registered with the Massachusetts Secretary of the Commonwealth must comply with state law and follow naming rules. For example, your corporate name cannot be too similar to any entity name already registered with the state, regardless of entity type (M.G.L. Chapter 156D §4.01).
What if my corporate name is already being used in MA?
If the name of your corporation is already registered in Massachusetts, your best bet is to use a fictitious name (DBA) in the Commonwealth. However, if it’s important for you to use the same name, you can try your luck reaching out to the company that shares your name in Massachusetts. The Secretary of State will accept your name only if the other company consents to it, in writing, and agrees to change its own name.
3. Obtain a Certificate of Good Standing
Also known as a Certificate of Existence, a Certificate of Good Standing proves that all your taxes and fees have been paid and your corporation is fit to operate in your state. You’ll have to attach a copy of this document when you submit your Certificate of Registration to the Secretary of State.
How do I get a Certificate of Good Standing?
This document is usually available through the Secretary of State’s office, or equivalent department, in your home state. The name of the document and associated fee will vary state to state. For instance, you’ll pay $40 in Pennsylvania for a Certificate of Subsistence, whereas you’ll pay $50-$120 in Connecticut for a Certificate of Existence (depending on how thorough you need the document to be).
4. Complete Your Certificate of Registration
To officially register your foreign application in Massachusetts you’ll need to file a Foreign Corporation Certificate of Registration ($400). Here’s what it entails:
- Name of corporation in your home state
- Name your corporation will operate under in Massachusetts (whether the same, or a DBA)*
- Jurisdiction and date of incorporation
- Street address of principal office
- Name, address and signature of registered agent (or attach a registered agent consent form)
- Date of the end of your fiscal year
- Brief description of your company’s proposed activities in MA
- Names and business addresses of all current officers and/or directors
- Projected date of effectiveness, within 90 days of filing (otherwise registration will be effective as soon as approved by the state)
- Authorized signature
*If your company will operate under a different name, you’ll need to attach accompanying documentation. (Either an agreement with another entity giving you permission to use that name, or a certificate from the town or county where you’ve registered a fictitious name, as well as a board resolution confirming your company’s name in MA.)
What if I own a professional corporation?
Professional corporations must submit additional paperwork with their Certificate of Registration application. This paperwork should include certification from your regulatory board, plus a document called an “exhibit” that confirms all relevant parties have the appropriate license(s). Here are the documents:
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 corporation 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?
Foreign Registration FAQ
What constitutes doing business in Massachusetts?
“Doing business” is a legal term that generally refers to an exchange of money for business purposes. This term isn’t specifically defined in Massachusetts’s state statutes. But the state does define what “doing business” is NOT (M.G.L. Chapter 156D §15.01). For example:
- Owning real estate
- Maintaining, defending, or settling a legal proceeding
- Maintaining bank accounts
- Selling through independent contractors
Basically, if you’re making sales in Massachusetts, chances are you’ll need to foreign register your corporation. Not quite sure whether this applies to your business? You might want to reach out to a business lawyer or consultant.
How much does it cost to register a foreign corporation in Massachusetts?
The state charges a $400 fee to register a foreign corporation in the Commonwealth. You’ll also need to secure a registered agent. (Hint: we’re the most affordable RA in MA!)
How do I reinstate a foreign corporation in Massachusetts?
If you’re authority to transact business gets revoked, you can submit an Application for Reinstatement of Authority to Transact Business. In most cases, a business will get revoked by the state for failing to pay taxes or submitting an annual feel. In order to reinstate your company, you’ll also have to submit a certificate from the MA Department of Revenue that verifies all taxes and fees are up to date.
When you hire us—whether it’s to register your corporation in MA, or simply for registered agent service—we send you annual reminders so you won’t miss a payment.
Do foreign corporations have to file annual reports in Massachusetts?
Benefits of Working with
Massachusetts Registered Agent LLC
We take care of everything when it comes to registering your corporation in Massachusetts. This includes verifying your corporate name and getting required documents from your home state. We’re with you every step of the way to make sure your registration goes quickly and smoothly. Here’s what included with our service:
- 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.