What is Massachusetts LLC Foreign Qualification
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You want to do business in Massachusetts but are registered as a Domestic LLC in another state.
In order to legally conduct business in the state of Massachusetts you must register with the Massachusetts Secretary of State as
a Foreign LLC.
The process of registering as a Foreign LLC in Massachusetts is called Massachusetts LLC Foreign Qualification.
The process of Massachusetts LLC Foreign Qualification is similar to the process of forming a Domestic LLC in Massachusetts.
Your original formation documents (usually called Articles of Organization) and Operating Agreement apply to your Massachusetts Foreign LLC.
The Members and Officers of your Domestic LLC have the same roles in the Massachusetts Foreign LLC.
Specific requirements to qualify as a Foreign LLC in Massachusetts are explained below.
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Once you have made the decision to Qualify as a Foreign LLC in Massachusetts,
a Massachusetts lawyer can file your documents and act as a middle man for a few hundred dollars an hour;
or you can use an online service provider like PCF to perform these services.
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Put the money you save with PCF right where it belongs - into your new
Massachusetts Foreign LLC
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What do I have to do to Qualify as a Foreign LLC in Massachusetts
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1. Prove that you are registered in a state other than Massachusetts as a Domestic LLC
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- PCF can get your Certificate of Existence as quickly as possible from any state
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In order to register as a Foreign LLC in the state of Massachusetts, you must first prove that you are registered in another state as a
Domestic LLC.
You usually prove this with a Certificate of Good Standing, sometimes referred to as a Certificate of Existence or a Certificate of Fact, from the
state in which you are registered as a Domestic LLC.
Cost of a Good Standing Certificate for your Domestic LLC varies from state to state.
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2. Choose a name for your Massachusetts Foreign LLC
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- PCF will check to make sure that your Massachusetts Foreign LLC name is available, conforms to state of Massachusetts
LLC naming regulations, and will reserve the Foreign LLC name with the Massachusetts Secretary of State.
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Your Massachusetts Foreign LLC name can identify the type of products and services your business will provide;
or it may be the name of the founder; or it can be a combination of the two or something else.
In any case, the Massachusetts Foreign LLC name that you choose must be distinguishable from the name of any other registered Massachusetts LLC or other
business entity and the name must also be different from any reserved names on record with the state of Massachusetts.
Your Massachusetts Foreign LLC name must not imply that it was formed for a purpose other than that stated in the
Articles of Organization for your Domestic LLC
and your Massachusetts Foreign LLC name must not be a name that is likely to mislead the public.
The name of a Massachusetts Foreign LLC must include the word "Corporation" or
"Incorporated" or an abbreviation of one of these words.
It's important to choose a good name for your Massachusetts Foreign LLC because if you want to change it after you qualify you
will have to file amended documents with the Massachusetts Secretary of State (and pay a fee).
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3. Select an official address and a Registered Agent for your Massachusetts Foreign LLC
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- PCF can act as the official Registered Agent for your Massachusetts Foreign LLC.
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Every Massachusetts Foreign LLC must have an address that is physically located in the state of Massachusetts.
This address is "registered" with the Massachusetts Secretary of State.
The Registered Address is where official and legal correspondence can be delivered.
The individual or company that is registered with the state of Massachusetts to receive all correspondence on behalf of the Massachusetts
Foreign LLC is called a "Registered Agent".
You may act as your own Registered Agent, however, many Massachusetts Foreign LLCs hire a Registered Agent because they don't have a physical
address within the state of Massachusetts or to provide a distinct level of privacy.
PCF provides Registered Agent services in Massachusetts as well as any other state.
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4. File Registration Documents with the Massachusetts Secretary of State
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PCF can compile Registration Documents that are specific to your Massachusetts business and file them with
the Massachusetts Secretary of State.
Should the need arise, PCF can also draft and file amendments to your Registration Documents.
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In order to Qualify as a Foreign LLC in Massachusetts you must file Registration Documents with the Massachusetts Secretary of State.
The Registration Documents must include certain specific information about your Massachusetts business.
If the Registration Documents do not conform exactly to state of Massachusetts requirements they will be rejected.
You may subsequently amend the Registration Documents for your Massachusetts Foreign LLC but you will have to pay a fee to
the state of Massachusetts in order to make the changes official.
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What do I have to do after I form my Massachusetts Foreign LLC
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1. Obtain Business Licenses from the cities and counties in which you plan to do business
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The business licenses or permits that are required for your Massachusetts Foreign LLC vary depending on your specific business
activities and the Massachusetts locations in which you want to conduct business.
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2. File the required reports for your Massachusetts Foreign LLC
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| The Annual Report includes basic information about your Massachusetts Foreign LLC including information on your Members and Officers.
Failure to submit a properly completed Massachusetts Annual Report to the Massachusetts Secretary of State on or before the
due date may subject the Massachusetts Foreign LLC to being administratively dissolved in the state of Massachusetts or having its authority to
transact business in the state of Massachusetts revoked by the Massachusetts Secretary of State.
Penalties may accrue if you fail to file any Massachusetts LLC Annual Report to the Massachusetts Secretary of State by the due date.
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3. Keep proper records of your Massachusetts Foreign LLC on file
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Keep the following records on file and available at the principal business office of your Massachusetts Foreign LLC:
- Names and addresses of all Members and Officers of the Massachusetts Foreign LLC
- Articles of Organization and any Amendments to them
- Copies of all tax returns and reports for the Massachusetts Foreign LLC for the last 3 years
- If the Massachusetts Foreign LLC has an Operating Agreement, a copy of the Operating Agreement and any Amendments
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4. Pay your taxes to the state of Massachusetts
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Foreign LLCs that either do business in the state of Massachusetts or that derive income from sources within the state of Massachusetts are subject to Massachusetts
tax laws.
If you are engaged in intrastate business and derive income from other states besides Massachusetts, you must allocate the amount of income derived
from the state of Massachusetts in order to determine your Massachusetts state taxes.
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