Find out how to qualify your LLC to conduct business in Massachusetts.

If you own a company that was founded in a state other than Massachusetts, you must qualify or register it in Massachusetts in order to conduct business there. Here’s a rundown of the regulations for registering your international (non-Massachusetts) limited liability corporation (LLC) to conduct business in Massachusetts.

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What exactly is a Foreign LLC?

If your LLC is founded in a different state, it is referred to as a foreign LLC in Massachusetts. In other words, being foreign does not imply being from another nation. Instead, it signifies that your company was formed under the laws of another state. A domestic LLC, on the other hand, is one that is created in the state in which it operates. This is a prevalent phrase in the United States. In Mississippi, for example, an LLC founded in Alabama is a foreign LLC.

Making a Living in Massachusetts

According to the Massachusetts LLC Act, if you “conduct business” or “transact business” in Massachusetts, you must register your foreign company with the state. (The latter phrases are used in several places throughout the Act.) What exactly does this mean? Like other states, Massachusetts’ LLC Act does not define what “doing business” or “transacting business” in respect to international registrations.

State regulations determining when foreign enterprises must collect state sales tax in their state, on the other hand, give some advice on the subject. To be obligated to collect state sales tax on sales to citizens of a state, a firm must have a physical presence in, or nexus with, that state. In general, physical presence and nexus are synonymous and refer to:

a storage facility in the state
A shop in the state, an office in the state, or a sales representative in the state are all examples of state-based businesses.

Certain exclusions may apply, and the regulations become more convoluted in situations such as Internet sales. However, if you have an office, a shop, a warehouse, or workers in another state, you must register your LLC as a foreign corporation in that state.

A list of exempt activities is provided in several state LLC Acts. These lists may be useful: Foreign LLCs engaged only in such operations should be fairly confident in their decision not to register or qualify in the state. In contrast to other states, Massachusetts’ LLC Act does not provide a list of excluded activities.

Registration Application

You must submit an Application for Registration with the Massachusetts Secretary of State (SOS) to register your international company in Massachusetts. The application form may be downloaded on the SOS website.

To complete the form, you must supply the same information that you would need to incorporate an LLC in your home state. More precisely, you must supply the following information on a Massachusetts Application for Registration:

The federal identification number of your LLC
If different, the name of your LLC in the state where it was formed, and the name under which your LLC will conduct business in Massachusetts (you may need a new name if your LLC’s original name is currently being used by another firm registered in Massachusetts).
the state (jurisdiction) in which your LLC was formed the date your LLC was formed
a description of the broad kind of the business that your LLC will conduct in Massachusetts
the business address of your LLC’s principal office, if any, the name and business address of each LLC manager, if different from the principal office location, the name and business address of each person authorized to execute, acknowledge, deliver, and record any recordable instrument purporting to affect an interest in real property recorded with a registry of deeds or district office of the l

You must provide a certificate of existence or a certificate of good standing for your LLC, issued by the state where it is established, with the Application for Registration. There is minimal further information available on the SOS website’s international LLC pages. There is a $500 filing fee.

What Happens If You Don’t Register?

If your LLC operates in Massachusetts without being registered, it is unable to file litigation in the state. Furthermore, an unregistered LLC conducting business in Massachusetts faces a maximum penalties of $500 per year. However, not being registered does not render your LLC’s contracts null and void, nor does it make an LLC member accountable for the LLC’s obligations. Furthermore, the fact that your LLC is not registered does not preclude it from defending a case in Massachusetts. If your LLC is sued and there is no resident agent in Massachusetts, or one cannot be discovered after a thorough investigation, the SOS will function as the resident agent.

Foreign Corporation Registration in Massachusetts

The regulations and standards for international qualifying in Massachusetts are identical whether your company is structured as a corporation rather than an LLC. However, you will need to fill out a second application form, Foreign Corporation Certificate of Registration. For paperwork, information, and filing requirements for registering a foreign company in Massachusetts, see the SOS website.

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