Pursuant to M.G.L. Chapter 156C, §48, a foreign limited liability company doing business in the Commonwealth must submit to the Corporations Division within ten days after it commences doing business in the Commonwealth, an application for registration as a foreign limited liability company. The application shall be accompanied by a certificate of legal existence or a certificate of good standing of the foreign limited liability company, issued by an officer or agency properly authorized in the jurisdiction where the foreign limited liability company is organized. If the certificate or such evidence is in a foreign language, a translation thereof, under oath of the translator, must be attached.

The application shall set forth in the order provided herein the following:

1. the federal employer identification number;

2. the name of the foreign limited liability company and, if different, the name under which it proposes to do business in the Commonwealth;

3. the jurisdiction where such limited liability company was organized and the date of its organization;

4. the general character of the business the foreign limited liability company proposes to do in the Commonwealth, and if the foreign limited liability company is to render professional service(s) in the Commonwealth, each service to be rendered, the name and address of each member or manager who will render a service in the Commonwealth, and a statement that the limited liability company will abide by and be subject to any conditions or limitations established by any applicable regulating board, including the provisions of liability insurance. If the limited liability company is to render professional service(s), the certificate of organization shall be accompanied by a certificate of each applicable regulating board indicating that each member or manager who will render a professional service in the Commonwealth is duly licensed to do so;

5. the business address of its principal office;

6. the name and business address, if different from the principal office location, of each manager, if any;

7. the business address of its principal office in the Commonwealth, if any;

8. the name and business address of its resident agent, which agent shall comply with 950 CMR 112.13; the agent’s consent to appointment shall be either on the certificate or attached thereto.

9. if the foreign limited liability company has a specific date of dissolution, the latest date on which the limited liability company is to dissolve; and

10. if desired, the name of one or more persons authorized to execute, acknowledge, deliver and record any recordable instrument purporting to affect an interest in real property, whether to be recorded in the registry of deeds or a district office of the land court.

If the foreign limited liability company's certificate of organization from its jurisdiction of organization sets forth any part of the information required to be set forth in the application for registration, the foreign limited liability company may submit a certified copy of such certificate, with a sworn translation, if necessary, in lieu of such part of the application for registration.

The fee for filing an application of registration is five hundred dollars ($500.00). The application must be signed and sworn to by an authorized person.

Amendments

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112.23: Foreign Limited Liability Companies:
Amendment To Registration

(1) If any statement in the application for registration of a foreign limited liability company was false when made or any arrangement or other facts described have changed, making the application inaccurate in any respect, the foreign limited liability company shall promptly file with the Division a certificate signed and sworn to by an authorized person correcting or amending such statement.

(2) The application for registration shall be amended by filing an amended registration certificate. An amendment to the registration certificate must be made to reflect:

(a) the designation of managers of a foreign limited liability company which theretofore did not have managers;

(b) any change in the managers or authorized signatories; and

(c) any change to any other information required to be included in the original registration certificate, except that any change to the registered agent or registered office, shall be made as provided in 950 CMR 112.13.

(3) The amended registration certificate shall set forth in the order provided herein.

(a) the federal employer identification number;

(b) the name of the foreign limited liability company, and if different, the name under which it proposes to do business in the commonwealth;

(c) the jurisdiction where the foreign limited liability company was organized and the date of its organization;

(d) the date it registered to do business in the Commonwealth;

(e) the name of each manager and the business address, if different from its principal office location. If there are no managers, include a statement to that effect.

(f) the name of each person authorized to execute, acknowledge, deliver and record any recordable instrument purporting to affect an interest in real property whether to be filed with the registry of deeds or a district office of the land court, if any, and the business address, if different from its principal office location;

(g) the amendment to the registration certificate; and

(h) if the amendment includes a change of the limited liability company's name, or the state or country of its formation, the amended registration certificate will be accompanied by an original certificate evidencing the changes issued, not more than 90 days prior to submission, by an officer or agency properly authorized in the jurisdiction of formation. If the certificate is in a foreign language, a translation thereof under oath of the translator shall be attached.

(4) The fee for filing an amendment to registration shall be $100.00.

Annual Reports

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Forms:

Foreign Limited Liability Company Annual Report (PDF)

Foreign Professional Limited Liability Company Annual Report (PDF)

Every foreign limited liability company shall file an annual report with the Corporations Division on or before the anniversary date of the filing of its registration to do business in the Commonwealth. The report shall contain all information required to be included in the certificate, and any other matters the authorized person determines to include thereon. The report shall be signed and sworn to by any authorized person and be accompanied by the appropriate fee. The fee for filing an annual report is five hundred dollars ($500.00).

Statement of Change of Resident Agent/Office

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Forms:

Limited Liability Company Statement of Change of Resident Agent/Resident Office (PDF)

A foreign limited liability company may change its resident agent or the street address of the resident agent by filing a Certificate of Statement of Change of Resident Agent/Resident Office. The fee for filing a Statement of Change of Resident Agent/Office is twenty-five dollars ($25.00) if filed by paper or fax, no fee if filed electronically.

Statement of Change of
Resident Office Address by Resident Agent

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Forms:

Limited Liability Company Statement of Change of Resident Office Address by Resident Agent (PDF)

A resident agent may change the street address of the resident office for any foreign limited liability company for which he is resident agent by filing a Statement of Change of Resident Office. G.L. Chapter 109 §§ 4A and 52. The fee for filing a Statement of Change of Resident Agent Office by Resident Agent is twenty-five dollars ($25.00) if filed by paper or fax, no fee if filed electronically.

Statement of Resignation of Resident Agent

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Forms:

Limited Liability Company Statement of Resignation of Resident Agent (PDF)

The resident agent may resign by filing a statement of resignation with the Corporations Division. A copy of the resignation must also be furnished to the foreign limited liability company. The fee for filing a Statement of Resignation of Resident Agent is twenty-five dollars ($25.00) if filed by paper or fax, no fee if filed electronically.

Application for Reinstatement Following Administrative Revocation

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Forms:

Application for Reinstatement Following Administrative Revocation (PDF)

A foreign limited liability company whose registration was revoked by the Division may apply for reinstatement at any time. In order to reinstate the limited liability company, all annual reports owed must be filed and a certificate of legal existence from the state of origin must accompany the reinstatement document. The fee for filing an Application for Reinstatement is one hundred dollars ($100.00).

Cancellation

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The registration of a foreign limited liability company doing business in the Commonwealth shall be canceled in the same manner and at such times as are provided in M.G.L. Chapter 156C, §14 and 950 CMR 112.10, except that the certificate of cancellation shall set forth either that all taxes and fees owed the Commonwealth have been paid or provided for, or that such foreign limited liability company has no assets. The fee for filing a certificate of cancellation is one hundred dollars ($100.00).

Withdrawals

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A foreign limited liability company doing business in the Commonwealth may withdraw from the Commonwealth by submitting to the Corporations Division a certificate of withdrawal signed and sworn to by an authorized person stating:

1. its federal identification number;

2. the name of the foreign limited liability company, and if different, the name under which it is registered and doing business in the Commonwealth;

3. the business address of its principal office;

4. the business address of its principal office in the Commonwealth, if any;

5. the name and business address of its resident agent;

6. that the foreign limited liability company is not doing business in the Commonwealth; and

7. that all taxes and fees owed to the Commonwealth have been paid or provided for.

The fee for filing a certificate of withdrawal is one hundred dollars ($100.00).