Foreign LLC registration
Massachusetts Foreign LLC Registration
An LLC formed in another state registers with Massachusetts on the Foreign Limited Liability Company Application for Registration. The $500 filing fee ($520 with the charges Massachusetts collects at filing) goes to Massachusetts; our $199 covers preparing and filing it plus the first year of Massachusetts resident agent service, for $719 at checkout. Massachusetts also wants a certificate of good standing from the home state, dated within 90 days.
Massachusetts LLC registration at a glance
- Filing
- Foreign Limited Liability Company Application for Registration (no form number)
- State fee
- $500 filing fee ($520 with the charges Massachusetts collects at filing)
- Total with us
- $719, first year of Massachusetts resident agent service included
- Home-state certificate
- Required, dated within 90 days
- Massachusetts yearly filing
- Yearly report (named below), $500, every year
- Filed with
- Massachusetts Secretary of the Commonwealth, Corporations Division
What the Massachusetts filing asks for
For the filing, Massachusetts needs:
- The exact name of your LLC as formed
- The state it was formed in and its date of formation
- A Massachusetts resident agent with a street address there; we fill in ours
- A principal office address
- A certificate of good standing from the home state, no older than 90 days when Massachusetts receives it
LLC into Massachusetts, by home state
The first-year total adds the home state's certificate fee to the $719 checkout total; the certificate is ordered from that state.
| Formed in | Certificate Massachusetts asks for | First year |
|---|---|---|
| Alabama | Certificate of Existence, $25 | $744 |
| Alaska | Certificate of Compliance, $10 | $729 |
| Arizona | Certificate of Good Standing, $10 | $729 |
| Arkansas | Certificate of Good Standing, $25 | $744 |
| California | Certificate of Status, $5 | $724 |
| Colorado | Certificate of Good Standing, free | $719 |
| Connecticut | Certificate of Legal Existence, $50 | $769 |
| Delaware | Certificate of Good Standing, $50 | $769 |
| Florida | Certificate of Status, $5 | $724 |
| Georgia | Certificate of Existence, $10 | $729 |
| Hawaii | Good Standing Certificate, $5 | $724 |
| Idaho | Certificate of Existence, $10 | $729 |
| Illinois | Certificate of Good Standing, $25 | $744 |
| Indiana | Certificate of Existence, $15 | $734 |
| Iowa | Certificate of Existence, $5 | $724 |
| Kansas | Certificate of Good Standing, $7.50 | $726.50 |
| Kentucky | Certificate of Existence, $10 | $729 |
| Louisiana | Certificate of Good Standing, $25 | $744 |
| Maine | Certificate of Existence, $30 | $749 |
| Maryland | Certificate of Status, $20 | $739 |
| Michigan | Certificate of Good Standing, $10 | $729 |
| Minnesota | Certificate of Good Standing, $5 | $724 |
| Mississippi | Certificate of Good Standing / Certificate of Existence, $25 | $744 |
| Missouri | Certificate of Good Standing, $10 | $729 |
| Montana | Certificate of Existence, $5 | $724 |
| Nebraska | Certificate of Good Standing, $6.50 | $725.50 |
| Nevada | Certificate of Existence, $50 | $769 |
| New Hampshire | Certificate of Good Standing, $5 | $724 |
| New Jersey | Standing Certificate, $50 | $769 |
| New Mexico | Certificate of Good Standing and Compliance | $719 |
| New York | Certificate of Status, $25 | $744 |
| North Carolina | Certificate of Existence, $10 | $729 |
| North Dakota | Certificate of Good Standing, $20 | $739 |
| Ohio | Certificate of Good Standing, $5 | $724 |
| Oklahoma | Certificate of Good Standing, $20 | $739 |
| Oregon | Certificate of Existence, $10 | $729 |
| Pennsylvania | Subsistence Certificate, $40 | $759 |
| Rhode Island | Certificate of Status / Certificate of Good Standing, $22 | $741 |
| South Carolina | Certificate of Existence, $10 | $729 |
| South Dakota | Certificate of Good Standing/Existence, $20 | $739 |
| Tennessee | Certificate of Existence, $20 | $739 |
| Texas | Certificate of Fact - Status, $15 | $734 |
| Utah | Certificate of Existence, $12 | $731 |
| Vermont | Certificate of Good Standing, $35 | $754 |
| Virginia | Certificate of Fact of Existence/Registration, $6 | $725 |
| Washington | Certificate of Existence, $20 | $739 |
| West Virginia | Certificate of Existence, $10 | $729 |
| Wisconsin | Certificate of Status, $10 | $729 |
| Wyoming | Certificate of Good Standing, free | $719 |
When Massachusetts expects an LLC to register
Massachusetts sets out what does not count as doing business in G.L. c. 156D, 15.01. Interstate commerce alone, such as shipping into Massachusetts from outside, is also on the list. An office, staff, or regular sales and contracts there are what typically lead to registration.
If you do business in Massachusetts without registering
An unregistered LLC doing business there cannot start a lawsuit in Massachusetts courts until it registers. Its contracts stay valid, and it can still defend a case brought against it. Members and managers do not become personally liable just because the LLC skipped registration. Massachusetts penalties for unregistered business: a civil penalty of up to $500.
Massachusetts resident agent rule
Massachusetts requires every registered foreign LLC to keep a resident agent there. The agent must agree to serve before Massachusetts accepts the appointment. Our $199 includes the first year of Massachusetts resident agent service, then $149 a year.
Massachusetts yearly filings
Once registered, your LLC files the Massachusetts Annual Report every year, at $500, due on or before the anniversary date of registration to do business in Massachusetts. From year two, keeping the Massachusetts registration costs $649 a year with our resident agent service.
How long Massachusetts takes
We file it on Massachusetts's paper form with the Massachusetts Secretary of the Commonwealth. Paid speed-ups: expedite $20; they are optional and not in the total.
Leaving Massachusetts later
If your LLC stops doing business there, it ends the registration by filing a Certificate of Withdrawal ($100). Until that is filed, Massachusetts's yearly filing stays due.
Massachusetts foreign LLC questions
Do I have to register my LLC in Massachusetts?
Yes, if it was formed in another state and does business there. An office, staff or regular sales there usually mean registering.
How much does foreign LLC registration in Massachusetts cost?
$719 at checkout: the $500 filing fee ($520 with the charges Massachusetts collects at filing) plus our $199, which includes the first year of resident agent service.
Does Massachusetts need a certificate from my home state?
Yes, a certificate of good standing from the home state, dated within 90 days.
What does it cost each year to stay registered in Massachusetts?
$649 a year: $500 for the yearly report and $149 for our resident agent service. The home state's own yearly filing stays separate.
What if I don't register with Massachusetts?
Your LLC cannot sue in court there until it registers, and Massachusetts can add a civil penalty of up to $500.
Do I need a registered agent in Massachusetts?
Yes. Massachusetts requires one for every LLC registered there from another state. Ours is included for the first year, then $149 a year.
How do I withdraw from Massachusetts later?
File a Certificate of Withdrawal ($100) with the Massachusetts Secretary of the Commonwealth.
Can I form a new Massachusetts LLC instead?
It is possible, but that is a separate company that files Massachusetts's Limited Liability Company Annual Report ($520), while the original keeps its home-state filings. Registering keeps one company in both states.
Is this a certificate of authority?
Massachusetts calls it registration; other states call the same step a certificate of authority or foreign qualification.
Official Massachusetts sources
- Massachusetts filing page (sec.state.ma.us)
- Massachusetts filing (sec.state.ma.us)
- Massachusetts: G.L. c. 156C, 48, registration of a foreign LLC
- Massachusetts Corporations Division, filing fees
- Massachusetts 950 CMR 112.29, LLC fees
- Massachusetts G.L. c. 156D, section 15.01, authority required
- Massachusetts G.L. c. 156C, section 54, failure to register
- Massachusetts Corporations Division, fee schedule