The appointment and maintenance of an in-state registered agent is required

Thinking of doing business in Massachusetts? The state has much to offer entrepreneurs including a high business startup and patent rate (the second-highest in the nation) as well as a high new business survival rate (81%). Despite these opportunities, doing business in Massachusetts requires compliance with many federal, state, and local requirements.

CT Corporation's reliable, professional Registered Agent services ensure that you won’t miss a critical filing and endanger your business’ good standing and its right to defend itself in court. You'll benefit from monitoring tools and services that ensure insight into your business compliance so you’re always in control. With a professional Registered Agent, you can have the confidence of knowing that you’re aware of and on top of your compliance obligations.

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Safeguard your business with America's most reliable registered agent service

Registered Agent package options:

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Registered agent services

Easily appoint your registered agent online within 10 minutes

  • Registered agent services - includes a registered agent location within the state to receive legal and critical business communications and a dedicated team to receive and route all service of process legal notifications

  • Online portal - compliance portal to keep your business compliant 24/7

  • Name availability check - verification and reservation of desired business name within the state

    Not included
  • Incorporation services - completion and filing of all legal documents and Articles of Incorporation with the state

    Not included
  • Qualification services - preparation and filing of all qualification documents with the state

    Not included
Registered agent and incorporation filing

Our incorporation experts are here to help you start your business with a solid and smart foundation

  • Registered agent services - includes a registered agent location within the state to receive legal and critical business communications and a dedicated team to receive and route all service of process legal notifications

  • Online portal - compliance portal to keep your business compliant 24/7

  • Name availability check - verification and reservation of desired business name within the state

  • Incorporation services - completion and filing of all legal documents and Articles of Incorporation with the state

  • Qualification services - preparation and filing of all qualification documents with the state

    Not included
Registered agent and qualification filing

Legally register an existing business in another state

  • Registered agent services - includes a registered agent location within the state to receive legal and critical business communications and a dedicated team to receive and route all service of process legal notifications

  • Online portal - compliance portal to keep your business compliant 24/7

  • Name availability check - verification and reservation of desired business name within the state

  • Incorporation services - completion and filing of all legal documents and Articles of Incorporation with the state

    Not included
  • Qualification services - preparation and filing of all qualification documents with the state

I strongly recommend CT Corporation as a reliable corporate compliance partner.
Walters-Morgan Construction, Inc.
Responsive, great, and knowledgeable customer service.
Children International

Legislative updates

House Bill 58, effective March 31, 2023, amends the Business Corporations and Corporations for Charitable and Certain Other Purposes laws to provide that public corporations and nonprofit corporations may hold shareholder or member meetings solely by means of remote communication. (Such authorization, which had been granted due to Covid 19, was scheduled to expire March 31, 2023.)


Case summaries

UCC
F.H. Cann & Assoc., Inc. v. Moorman, CA 20-11251, decided May 24, 2022. The U.S. District Court, District of Massachusetts granted the defendant’s motion for preliminary injunctive relief which, among other things, required the defendant to remove a UCC-1 filed against the defendant to secure what the defendant claimed was $500,000 the plaintiffs owed for violating the copyright he filed on his name. The court noted that a person cannot copyright his name and therefore there was no consideration for the purported security agreement and no valid contract underlying the UCC-1.


Preemption by State Law
West Street Associates, LLC v. Planning Board of Mansfield, SJC-13069, decided August 30, 2021. The Massachusetts Supreme Judicial Court held that a town’s bylaw, which required medical marijuana dispensaries to be nonprofit entities, was preempted by a state law that allowed them to be for-profit entities.


Effect of Dissolution
Coccoli v. Sachem Capital Partners LLC, 20-P-671, decided March 5, 2021. The Massachusetts Appeals Court rejected the argument of a non-attorney that he could individually pursue an appeal on behalf of a corporation because it had been dissolved and he was the sole beneficiary of its assets. The court noted that the legal claims of a corporation do not pass to its sole officer or shareholder upon dissolution. The clams remain personal to the corporation for the duration of the winding up period.


Door Closing Penalty for Unregistered Foreign LLCs
BoylstonD3 LLC v. Galvin, C.A. No. 19-11489, decided October 22, 2020. The U.S. District Court in Massachusetts upheld the constitutionality of the provision of Massachusetts’ LLC Act denying foreign LLCs doing business in the state without registering the right to bring actions in state courts until they register. The plaintiff claimed the statute violated the Privilege and Immunity, Equal Protection, and Due Process Clauses of the 14th Amendment.

The court rejected the claim that the provision violated the Privileges and Immunity Clause, noting that this clause extends only to natural persons and not to corporate entities, including LLCs. The court also rejected the challenge based on the Equal Protection Clause, accepting the Secretary of the Commonwealth’s argument that both domestic and foreign LLCs must register with the state to have access to the courts, and that the penalty for domestic LLCs – the loss of separate entity status – is greater than that for foreign LLCs.

The court also found that the plaintiff failed to state a claim for relief under the Due Process Clause, noting that the statute provides an unregistered foreign LLC the right to defend suits and that the plaintiff has other legitimate means available to resolve its contractual and property disputes, including federal court, private mediation and negotiated agreements. The statute, therefore, affords plaintiff the requisite opportunity to be heard before the government can interfere with its contracts or deprive it of its property. The plaintiff also failed to negate the purported justification for the enactment of the statute. For instance, the Secretary of the Commonwealth contended that one objective in requiring LLCs to pay an annual fee before being granted access to state courts is to defray costs borne by the Commonwealth's court in adjudicating disputes involving LLCs, which is certainly a legitimate government objective.


Successor Liability
Smith v. Kelley, SJC-12759, decided February 11, 2020. The Massachusetts Supreme Judicial Court held that successor liability may apply to a sole proprietorship where the sole proprietorship is a mere continuation of its predecessor entity and the purpose of the change was to eliminate the debt to the plaintiff.


Other notices

There are no new notices at this time.


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*State fees are mandatory fees imposed by the state. Price includes online discount automatically applied at checkout. Discount is for new customers only.
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