What is a Massachusetts certificate of authority?
Companies are required to register with the Massachusetts Secretary of State before doing business in Massachusetts. Businesses that are incorporated in another state will typically apply for a Massachusetts certificate of authority. Doing so registers the business as a foreign entity and eliminates the need to incorporate a new entity.
Operating without a certificate of authority may result in penalties or fines. In addition to the state’s requirements, licensing agencies, banks, and vendors will often request a certificate of authority.
When do I need a certificate of authority?
The most common reasons for applying for a certificate of authority include:
- Opening an office or physical location within the foreign state
- Hiring an employee who resides within the state
- Before beginning a contract or a job in a new state
- A vendor or bank’s requirements
- Licensing authority requirements
How do I get a Massachusetts certificate of authority?
To obtain your Massachusetts Certificate of Authority, you will submit an Application for Certificate of Authority, along with required certificates or certified copies from your home state. You will need to appoint a registered agent in order for your filing to be approved. Be sure to follow the state’s instructions carefully, as they can reject a document for the smallest error.
For Foreign Corporations:
For Foreign Limited Liability Companies:
| Agency: | Massachusetts Secretary of the Commonwealth - Corporations Division |
| Form: | Foreign Limited Liability Company Application for Registration |
| Filing Method: | Mail or fax. |
| Agency Fee: | $500 + $20 if filed by fax. |
| Law: | |
| Notes: | A foreign limited liability company must file an application for registration within 10 days after it starts to transact business in the commonwealth. |
| Certified Copy Requirement: | Certified copies not required. |
| Certificate of Good Standing Requirement: | Certificate of existence, or certificate of good standing, dated within 60 days. |
For Foreign Nonprofit Corporations:
For Foreign Professional Corporations:
For Foreign Limited Partnerships:
What do I need from my home state?
In order to obtain a Massachusetts Certificate of Authority, you must also submit:
- Limited Liability Company: Certificate of existence, or certificate of good standing, dated within 60 days.
- Corporation: Certificate of existence, or certificate of good standing, dated within 60 days.
- Nonprofit Corporation: Certificate of existence, or certificate of good standing, dated within 60 days.
- Professional Corporation: Certificate of existence, or certificate of good standing, dated within 60 days.
- Professional LLC: Certificate of existence, or certificate of good standing, dated within 60 days.
What is a registered agent?
A registered agent receives service of process and government notices on behalf of your business. When you prepare your Massachusetts Certificate of Authority application, you must list a registered agent with a physical address within the state (P.O. Boxes are not allowed).
Many businesses do not have an individual or physical address in a new state. Listing our local registered agent address on your certificate of authority application meets the state’s requirements. Additionally, you get same day document scanning from our local office in all 50 states and DC. Our registered agent service is a flat rate of $99 per year, and you can easily add our service to any certificate of authority order.
What is the contact information for the state?
Massachusetts Secretary of the Commonwealth - Corporations DivisionPhysical Address:
One Ashburton Place, Corporations Division
Boston, MA 02108
Phone: (617) 727-9640
Fax: (617) 742-4528
Website: https://www.sec.state.ma.us/divisions/corporations/corporations.htm
Name Search: https://corp.sec.state.ma.us/corpweb/CorpSearch/CorpSearch.aspx
Forms: https://www.sec.state.ma.us/divisions/corporations/filing-by-subject/corporations-file-by-subject.htm
Online Filing: https://corp.sec.state.ma.us/corpweb/loginsystem/externallogin.aspx
Email: corpinfo@sec.state.ma.us
