Foreign qualification is the process by which a business entity that was formed in a different state seeks permission to operate in Massachusetts. This involves registering with the Secretary of State in Massachusetts and complying with the state's laws and regulations to ensure legal and authorized business activities within the state.
There are 2 different ways to foreign qualify in Massachusetts depending on your legal entity type and tax classification. Follow the guide below to help you register with the Secretary of State in Massachusetts or use Mosey to do it.
Use Mosey to register with the Secretary of State in Massachusetts.
Avoid the hassle of doing it yourself and use Mosey to automate foreign qualification, annual reports, and registered agent service.
Massachusetts Foreign Registration for LLC
A foreign limited liability company that is "transacting business" in Massachusetts is required to register with the Secretary of the Commonwealth by filing a Foreign Limited Liability Company Application for Registration within 10 days of commencing business. Massachusetts provides non-exhaustive lists of activities that do and do not constitute "transacting business."
Establish a Registered Agent
You must have a resident agent in Massachusetts designated to accept service of process. Your resident agent can be any Massachusetts resident or a corporation qualified to do business in Massachusetts.
Obtain a Certificate of Good Standing
Massachusetts requires a Certificate of Good Standing (also known as a Certificate of Existence) from your home state issued within 90 days.
File Foreign Limited Liability Company Certificate of Registration
File your completed Foreign Limited Liability Company Certificate of Registration online with the Secretary of the Commonwealth Corporations Online Filing System.
Massachusetts Foreign Registration for C Corporation
Corporations that are "transacting business" in Massachusetts are required to register with the Secretary of the Commonwealth by filing a Foreign Corporation Certificate of Registration within 10 days of commencing business. Massachusetts provides non-exhaustive lists of activities that do and do not constitute "transacting business."
Obtain a Certificate of Good Standing
Massachusetts requires a Certificate of Good Standing (also known as a Certificate of Existence) from your home state issued within 90 days.
Establish a Registered Agent
You must have a resident agent in Massachusetts designated to accept service of process. Your resident agent can be any Massachusetts resident or a corporation qualified to do business in Massachusetts.
File Foreign Corporation Certificate of Registration
File your completed Foreign Corporation Certificate of Registration to the Secretary of the Commonwealth by mail.
What else do I need to know?
Once you are registered with the Secretary of State, you may have additional requirements to maintain your "good standing" in the state. Failing to do so can result in fines, back taxes, and forfeiting certain priveleges within the state.
Maintaining a Registered Agent
Most states require that you have a registered agent that can receive important mail from the Secretary of State should they need to contact you. There are many commercial options available or you can use Mosey to be your registered agent and keep your information private in Massachusetts.
Annual Reports and Taxes
In addition to maintaining a registered agent, most states require you to file a report annually. Registration can also trigger state taxes such as a franchise tax or income tax. You can use Mosey to identify these additional requirements to maintain good standing in Massachusetts.
