What is Massachusetts Limited Liability Company (LLC) Foreign Qualification? |
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You want to do business in the state of Massachusetts but are registered as a Domestic Limited Liability Company (LLC) in another state.
In order to legally conduct business in the state of Massachusetts you must register with the Massachusetts Secretary of the Commonwealth as
a Foreign LLC.
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You want to do business in the state of 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 the Commonwealth 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 Managers 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.
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 All Business Documents to perform these services.
Put the money you save with All Business Documents where it belongs
right into your new Massachusetts Foreign LLC.
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What is a Massachusetts Foreign LLC? |
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In the United States, just because you are registered to do business in one state does not mean that you can legally do business in another state.
If you want to transact any serious business in a state other than the state in which your LLC is registered, most likely you will
have to register with the state in which you want to do business before you can legally conduct business there.
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In the United States, just because you are registered to do business in one state does not mean that you can legally do business in another state.
If you want to transact any serious business in a state other than the state in which your LLC is registered, most likely you will
have to register with the state in which you want to do business before you can legally conduct business there.
For example, a LLC that is registered in California wants to do business in Massachusetts.
The California LLC is a "Domestic" LLC in California and will be a "Foreign" LLC in Massachusetts.
The California LLC needs to register with the Massachusetts Secretary of the Commonwealth as a Massachusetts Foreign LLC.
The use of the term Foreign in this case refers specifically to individual US states.
The US government, including the IRS, considers a Foreign company to be a company that is registered outside
of the United States.
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Do I need a lawyer to Form a Foreign LLC in Massachusetts? |
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The short answer is no.
The state of Massachusetts does not legally require a lawyer to form a Massachusetts Foreign LLC.
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The short answer is no.
The state of Massachusetts does not legally require a lawyer to form a Massachusetts Foreign LLC.
Our detailed LLC Information page may help you understand some
of the implications of forming a Massachusetts Foreign LLC.
However, if there is anything about forming a Foreign LLC in Massachusetts
that you're not sure about you should seek the advice of a competent Massachusetts lawyer, a Massachusetts accountant,
or both before you form a Foreign LLC in Massachusetts.
Once you have made the decision to form 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 All Business Documents
to perform these services and save money that you can use in your new Massachusetts Foreign LLC.
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Do I have to Reserve a Company Name before I Form a Foreign LLC in MA?
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You are not legally required to reserve a Company Name for a new Massachusetts LLC Corporation before you submit your application to form a Foreign LLC in
Massachusetts.
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You are not legally required to reserve a Company Name for a new Massachusetts LLC Corporation before you submit your application to Form a Foreign LLC
in Massachusetts.
The LLC name that you have registered in your home state may or may not be available in Massachusetts.
In that case you need a different name your Massachusetts Foreign LLC.
Whether or not you need to reserve a company name for your new Massachusetts Foreign LLC depends entirely on your business situation.
The Massachusetts Secretary of the Commonwealth uses LLC names on a first come first served basis.
So if you think that someone may snatch the Company Name that you have in mind, you may want to reserve that Massachusetts Foreign LLC Name.
Click here for more information on
Massachusetts Company Name Reservation
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What if the Massachusetts Foreign LLC Name I want is already taken?
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If the Name you have chosen for your new Massachusetts Foreign LLC is already in use by a currently active
Massachusetts Corporation or LLC then you will have to register a DBA Name with the administrative clerk in each Massachusetts city or town in which you want to do business. "DBA" is an abbreviation for "Doing Business As."
We verify that the Name you have chose for your new Massachusetts Foreign LLC is available before we submit
your Foreign LLC filing to the Massachusetts Secretary of the Commonwealth.
If necessary we can register a DBA Name in Massachusetts for you so that you can open your new Massachusetts business as quickly as possible.
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What do I have to do to Form a Foreign LLC in Massachusetts?
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5 things you have to do in order to Form a Massachusetts Foreign LLC
1. Prove that you are registered in a state other than MA as a Domestic LLC
2. Choose a name for your Massachusetts Foreign LLC
3. Select an official address and a Registered Agent for your MA Foreign LLC
4. File Registration Documents with the Massachusetts Secretary of the Commonwealth
5. Determine how you want your Massachusetts Foreign LLC to be taxed
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1. Prove that you are registered in a state other than Massachusetts as a Domestic LLC
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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 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.
If you already have a Good Standing Certificate please note that it must be dated no older than 60 days from the date of your application for
Massachusetts LLC Foreign Qualification.
If the date on your Good Standing Certificate is older than 60 days then you need to get an updated certificate.
If you get your own Good Standing Certificate you must scan and email or send a copy to us before we submit your application for a
Massachusetts Foreign LLC.
We can get your LLC Good Standing Certificate from any state - in most states within 2-3 hours.
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2. Choose a name for your Massachusetts Foreign LLC
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You can use the same name in Massachusetts that you use in your home state, however, if the name of your Domestic LLC is not available you need to choose another name.
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 "Limited Liability Company" or
or the abbreviation "LLC" or "L.L.C.".
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 the Commonwealth (and pay a fee).
We will check to make sure that your requested Massachusetts Foreign LLC name is available and conforms to all state of Massachusetts
Limited Liability Company naming regulations.
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3. Select an official address and a 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 the Commonwealth.
The Registered Address cannot be a PO Box and 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.
We provide LLC Registered Agent services in Massachusetts as well as all other states and the District of Columbia.
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4. File Registration Documents with the Massachusetts Secretary of the Commonwealth
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In order to Qualify as a Foreign LLC in Massachusetts you must file Registration Documents with the Massachusetts Secretary of the Commonwealth.
In Massachusetts the registration documents are named "Foreign Limited Liability Company Application for Registration".
The registration documents must include certain specific information about your Massachusetts business.
If the LLC Registration Documents do not conform exactly to state of Massachusetts Foreign LLC requirements they will be rejected.
If you need to change any of the information on your registration documents after your Massachusetts Foreign LLC has been approved,
you may 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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5. Determine how you want your Massachusetts Foreign LLC to be taxed
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The Massachusetts Corporate Income Tax Rate is %.
You may choose that your Massachusetts Foreign LLC is to be taxed as a C Corporation or S Corporation.
A C Corporation is what you may think of as a traditional Corporation like General Electric or Ford.
C Corporations pay a Corporate income tax to the state if that state taxes Corporations.
You may choose to have your Massachusetts Foreign LLC taxed as a S Corporation.
S Corporations "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable personal rate.
S Corporations do not pay any Massachusetts Corporate Income Tax.
If you form a Single Member Massachusetts Foreign LLC and do not specify to the IRS how you want to be taxed your Single Member Massachusetts Foreign LLC
will be taxed as a Sole Proprietorship.
If you form a Multiple Member Massachusetts Foreign LLC and do not specify to the IRS how you want to be taxed your Multiple Member Massachusetts Foreign LLC
will be taxed as a Partnership.
If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your Massachusetts Foreign LLC and include it with
your final Foreign LLC documents.
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What do I have to do to after I Form a Massachusetts Foreign LLC?
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4 things you have to do in after you Form a Massachusetts Foreign Corporation
1. Obtain Business Licenses from the cities and counties in which you plan to do business
2. File the required reports for your Massachusetts Foreign LLC
3. Keep proper records of your Massachusetts Foreign LLC on file
4. Pay your taxes to the state of Massachusetts
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1. Obtain Business Licenses from the cities and counties in which you plan to do business
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Note that forming a Massachusetts Foreign LLC doesn't take the place of obtaining a local business license, tax
registration certificate, or other required business permits.
A Massachusetts Foreign LLC merely creates an ownership structure that limits the owners' personal liability.
You may still need to take care of getting set up to do business with your local government.
Depending on the nature of the business and the location of your Massachusetts Foreign LLC within Massachusetts you may need to get one or more local
business licenses or permits.
The business licenses or permits that are required for your Massachusetts Foreign LLC vary depending on your business activities
and the specific locations within the state of Massachusetts in which you want to conduct business.
If your Massachusetts Foreign LLC will be selling products in Massachusetts you may be required to obtain a Reseller's Permit from the appropriate
Massachusetts state agency.
If your Massachusetts Foreign LLC will be selling products in Massachusetts you will also be responsible for all applicable local and state of Massachusetts
sales taxes if there are any.
We have the expertise to find out exactly which state and local permits that you need for your specific 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 Officers and Directors.
Failure to submit a properly completed Massachusetts Annual Report to the Massachusetts Secretary of the Commonwealth 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 the Commonwealth.
Penalties may accrue if you fail to file any Massachusetts Foreign LLC Annual Report to the Massachusetts Secretary of the Commonwealth 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 Managers of the Massachusetts Foreign LLC
- Foreign LLC formation documents and any Amendments to them
- Massachusetts Foreign LLC Operating Agreement and any Amendments to them
- Copies of any LLC Resolutions which have been adopted by the Massachusetts Foreign LLC
- Copies of all tax returns and Annual Reports for the Massachusetts Foreign LLC for the last 3 years
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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 and federal 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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What information do I need in order to Form a Foreign LLC in Massachusetts? |
In order to Form a Foreign LLC in Massachusetts you'll need certain specific information about your Company
including the Limited Liability Compamy name and address; and Registered Agent information.
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In order to Form a Foreign LLC in Massachusetts you'll need the following information about your LLC:
- The name of your new Massachusetts Foreign LLC along with your second choice of a name in case the name that you want is not available
- Physical addess of the Foreign LLC office in Massachusetts (not a PO Box)
- A good standing certificate from your home state no older that 60 days
- A description of the nature of the business you are planning to operate with the Massachusetts Foreign LLC
- When the Massachusetts Foreign LLC will start and when it will cease to exist (normally the Foreign LLC starts on the date the application is filed and will exist perpetually)
- Names and addresses of each Manager of the Massachusetts Foreign LLC
Remember - ALL the information that you provide when you Form a Foreign LLC in Massachusetts becomes part of the public record.
Our data entry forms include the absolute minimum amount of information that is required in order to Form a new Foreign LLC in Massachusetts.
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How long does it take to Form a Foreign LLC in Massachusetts? |
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Processing times for new Massachusetts Foreign LLC applications vary depending on the work load of the
Secretary of the Commonwealth's staff.
We've found that normal processing of new Massachusetts Foreign LLC applications takes the state around 2-3 business days.
Add 2-3 days for the time period for shipping the final documents by mail.
Choosing our Express Mail option can shave a couple of days off the total processing time for your new Massachusetts Foreign LLC.
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PLEASE NOTE: WE CANNOT GUARANTEE MASSACHUSETTS SECRETARY OF THE COMMONWEALTH PROCESSING TIMES.
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The Massachusetts Secretary of the Commonwealth reserves the right to extend expedite periods in time of extreme volume, staff shortage or
equipment malfunction.
We are dependent on, and have no control over, the staff and systems of the Massachusetts Secretary of the Commonwealth.
In our experience 2-3 business days is the time it usually takes the Massachusetts Secretary of the Commonwealth to process
a new Massachusetts Foreign LLC application.
We get your Massachusetts Foreign LLC application to the MA Secretary of the Commonwealth ASAP.
Once it is at the state we have no control over the new Massachusetts Foreign LLC application process.
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Are there any Expedited Processing Options for a new MA Foreign LLCs?
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| The Massachusetts Secretary of the Commonwealth will process your application to form a new Massachusetts LLC in 24 hours for an additional $25. |
How much does it cost to Form a Foreign LLC in Massachusetts? |
The state of Massachusetts charges $535.00 to Form a Foreign LLC in MA. Also add the cost of a good standing certificate from your home state.
If you choose All Business Documents to help you Form your Foreign LLC in Massachusetts our processing fees are $145.00.
This includes:
- Same day processing in of your new Massachusetts Foreign LLC order
- MA Name Check and Reservation
- Prepare Foreign Limited Liability Company Application for Registration
- File Formation Documents with the Massachusetts Secretary of the Commonwealth
- Certified Copies of Formation Documents
- Massachusetts Foreign LLC Checklist
- Priority Mail Delivery
- Unlimited Customer Support
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