Foreign Qualification Application - Preparation Worksheet - Massachusetts

Massachusetts Foreign Corporation or LLC Registration Worksheet

Purpose and Entity Selection

Use this worksheet to collect information for one of two distinct Massachusetts filings:

☐ Foreign corporation: Foreign Corporation Certificate of Registration under Mass. Gen. Laws ch. 156D, § 15.03

☐ Foreign limited liability company: Foreign Limited Liability Company Application for Registration under Mass. Gen. Laws ch. 156C, § 48

Do not combine the two filings. A corporation currently pays $400 to register; a foreign LLC currently pays $500.

Part 1 — Is Registration Required?

Describe the proposed or existing Massachusetts activities: [________________________________]

Under ch. 156D, § 15.01, a foreign corporation transacting business or maintaining a usual place of business in Massachusetts must register. The statute expressly identifies ownership or leasing of Massachusetts real estate, construction or repair work, and other activity requiring labor as activities that constitute transacting business.

Activities that, without more, do not constitute transacting business include:

• maintaining, defending, or settling a proceeding;
• conducting internal corporate affairs;
• maintaining bank accounts or securities-transfer facilities;
• selling through independent contractors;
• soliciting orders that require acceptance outside Massachusetts;
• conducting an isolated transaction outside a course of repeated like transactions; and
• transacting business in interstate commerce.

Chapter 156C, § 48 applies the ch. 156D, Part 15 doing-business test to a foreign LLC.

☐ Obtain legal review before relying on an exception. The statutory list is not exhaustive and does not decide every tax, licensing, service-of-process, or regulatory issue.

Both a foreign corporation and a foreign LLC must submit the applicable registration within 10 days after commencing covered Massachusetts business.

Part 2 — Corporation Registration Path

Complete Parts 2 through 6 only for a foreign corporation.

2.1 Corporation Information

Current Form: Foreign Corporation Certificate of Registration

Current filing fee: $400

2.2 Corporation Officers and Directors

List the names and business addresses of current officers and directors requested by the form.

The registration does not request the corporation's authorized shares, issued shares, par value, generic litigation representations, or a board resolution unless a fictitious name procedure makes the resolution necessary.

2.3 Corporation Registered Agent

The registered office must be a Massachusetts street address. The registered agent signs written consent on Form 15.03 or provides consent as an attachment.

2.4 Corporation Name Conflict

Mass. Gen. Laws ch. 156D, § 15.06 permits a foreign corporation whose legal name is unavailable to use a compliant fictitious name. The corporation must file a copy of the board resolution, certified by its secretary, adopting that name.

Current Form 15.03 also instructs an applicant using the unavailable-name procedure to attach, when applicable:

• an agreement to refrain from using the unavailable legal name in Massachusetts;
• the applicable doing-business certificate filed with the city or town where the registered office is located; and
• the certified board resolution adopting the Massachusetts name.

☐ Confirm exact name availability and required attachments with the Corporations Division.

2.5 Corporation Existence Certificate, Effectiveness, and Signature

Attach a certificate of legal existence or good standing issued by the properly authorized officer or agency in the jurisdiction of incorporation. If it is in a foreign language, attach a translator's translation under oath.

Neither ch. 156D, § 15.03 nor the current original-registration form states a blanket 90-day age limit for this corporation attachment. Do not import the 90-day rule that applies to some other Massachusetts filings or to a foreign LLC under 950 CMR 112.22. Confirm any current administrative instruction before ordering the certificate.

The corporation certificate becomes effective when approved unless it specifies a later effective date no more than 90 days after filing.

An authorized chair, president, other officer, or court-appointed fiduciary signs the form. The current form does not require notarization or a corporate seal.

2.6 Corporation Filing Checklist

☐ Current Form 15.03 used and typed

☐ Exact legal and Massachusetts-use names completed

☐ Jurisdiction, incorporation date, duration, and fiscal year completed

☐ Principal and registered-office street addresses completed

☐ Registered agent consent obtained

☐ Massachusetts activities described

☐ Current officers and directors listed

☐ Fictitious-name documents attached, if applicable

☐ Current official existence or good-standing certificate attached

☐ Sworn translation attached if the certificate is not in English

☐ Effective date confirmed

☐ Authorized signer selected

☐ $400 filing fee and filing route confirmed

Part 3 — LLC Registration Path

Complete Parts 3 through 5 only for a foreign LLC.

3.1 LLC Information

Current Form: Foreign LLC Application for Registration

Current filing fee: $500

3.2 LLC Managers and Real-Property Signers

List each manager and business address if different from the principal office. If there are no managers, follow the current regulation's instruction to say so.

The application separately identifies any person authorized to execute, acknowledge, deliver, and record an instrument affecting an interest in real property. Under ch. 156C, § 66, instruments signed by a person identified in the registration as a manager or real-property signer can bind the LLC in favor of a good-faith relying party.

3.3 LLC Resident Agent

3.4 LLC Existence Certificate and Signature

Attach a certificate of legal existence or good standing from the properly authorized home-jurisdiction officer or agency. Under 950 CMR 112.22, it must be issued no more than 90 days before submission. Attach a translator's sworn translation if it is in a foreign language.

At least one authorized person signs the application. Chapter 156C, § 48 requires the application to be signed and sworn to by an authorized person. The form does not request generic membership-interest quantities, a board or member resolution, or a delayed effective date.

3.5 LLC Filing Checklist

☐ Current foreign LLC form used

☐ Federal identification number completed

☐ Exact legal and Massachusetts-use names completed

☐ Jurisdiction and organization date completed

☐ General character of business described

☐ Principal-office addresses completed

☐ Every manager listed, or no-manager status stated

☐ Real-property signers listed, if desired

☐ Resident-agent name, street address, and consent completed

☐ Latest dissolution date entered, if one exists

☐ Existence or good-standing certificate is no more than 90 days old

☐ Sworn translation attached if needed

☐ Authorized person signed and swore to the filing

☐ $500 filing fee and filing route confirmed

Part 4 — Professional and Regulated Activities

Professional corporations and professional LLCs use additional requirements and forms. The Corporations Division states that some regulated activities require a certificate from the appropriate licensing or regulatory board before the registration filing will be accepted.

☐ No professional or separately regulated activity identified.

☐ Obtain the current professional-entity form and regulatory-board certificate before filing.

Do not use this general worksheet as a substitute for a foreign professional corporation or professional LLC filing.

Part 5 — Annual Reports

Foreign Corporation

Mass. Gen. Laws ch. 156D, § 16.22 requires the annual report within 2½ months after the end of the corporation's fiscal year. It is not universally due March 15.

Current corporation annual-report fee: $125. Current late fee: $25.

Foreign LLC

Under 950 CMR 112.27, a foreign LLC files its annual report on or before the anniversary date of its Massachusetts registration.

Current foreign LLC annual-report fee: $500.

Part 6 — Changes After Registration

Foreign Corporation

The Corporations Division instructs a foreign corporation to file a certificate of amendment when information in its registration changes, except that a registered-agent or registered-office change uses the separate statement under ch. 156D, § 15.08.

Foreign LLC

Under 950 CMR 112.23, a foreign LLC must promptly amend its registration if a statement was false when made or later becomes inaccurate. Manager, authorized-signatory, and other registration changes use an amended registration; resident-agent or office changes use the separate agent/office filing.

Current foreign LLC amendment fee: $100.

Part 7 — Withdrawal or Cancellation

Foreign Corporation

A foreign corporation that is no longer transacting business may file the Foreign Certificate of Withdrawal under ch. 156D, § 15.20.

The filing states that the corporation surrenders its authority, revokes its registered agent's authority, appoints the Secretary for service on claims arising during the authorized period, supplies a forwarding address, commits to update that address, and certifies that known Massachusetts taxes have been paid or provided for.

The Corporations Division requires annual reports owed for the last 10 fiscal years. Current withdrawal fee: $100. The form permits a later effective date within 90 days after filing.

Foreign LLC

Under ch. 156C, § 53 and 950 CMR 112.26, a foreign LLC may withdraw by filing a certificate signed and sworn to by an authorized person stating its identifying and office information, that it is no longer doing business, and that Massachusetts taxes and fees have been paid or provided for.

All required annual reports and fees must be current. Current foreign LLC withdrawal fee: $100.

Cancellation is a distinct route tied to the circumstances described by ch. 156C, §§ 14 and 53; do not use cancellation merely as a synonym for withdrawal.

Part 8 — Consequences of Nonregistration

Under ch. 156D, § 15.02, an unregistered foreign corporation transacting business may not maintain a Massachusetts court proceeding until it registers. Failure to register does not invalidate its corporate acts or contracts and does not prevent it from defending a proceeding. It remains liable for specified late fees, interest, and penalties, subject to the statute's first-10-day treatment after registration.

Under ch. 156C, § 54, a foreign LLC doing business without registration may be fined up to $500 for each year the failure continues and may not maintain a Massachusetts action while unregistered. Its contracts remain valid, it may defend an action, and a member or manager does not become liable solely because the LLC failed to register.

The statutory filings do not create a Business Litigation Session forum clause, arbitration agreement, jury waiver, indemnity, liability cap, force-majeure waiver, or private representation-and-warranty regime.

Sources and References

• Mass. Gen. Laws ch. 156D, § 15.01 — Doing-business test
• Mass. Gen. Laws ch. 156D, § 15.02 — Nonregistration consequences
• Mass. Gen. Laws ch. 156D, § 15.03 — Corporation registration
• Mass. Gen. Laws ch. 156D, § 15.06 — Corporation name
• Mass. Gen. Laws ch. 156D, § 15.08 — Agent or office change
• Mass. Gen. Laws ch. 156D, § 15.20 — Corporation withdrawal
• Mass. Gen. Laws ch. 156D, § 16.22 — Corporation annual report
• Mass. Gen. Laws ch. 156C, § 48 — Foreign LLC registration
• Mass. Gen. Laws ch. 156C, § 53 — Foreign LLC withdrawal or cancellation
• Mass. Gen. Laws ch. 156C, § 54 — Foreign LLC nonregistration
• Mass. Gen. Laws ch. 156C, § 66 — Real-property instruments
• 950 CMR 112 — Limited liability companies
• Massachusetts Corporations Division — Foreign corporation forms
• Massachusetts Corporations Division — Foreign LLC forms
• Foreign Corporation Certificate of Registration
• Corporation Annual Report
• Foreign Corporation Certificate of Withdrawal
• Foreign LLC Application for Registration

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