Massachusetts

A corporation's registered agent may be an individual (expressly including the corporation's own secretary or another officer), a domestic corporation or nonprofit, or a qualified foreign corporation or nonprofit - but the agent's business office must be the registered office. For LLCs (c. 156C § 5(2)) the 'resident agent' must be an individual resident of the commonwealth, a domestic corporation, or a foreign corporation authorized to do business in Massachusetts. An owner who is a Massachusetts resident can be the agent.

Consent required: yes.

For foreign corporations: if the resident agent cannot be found after diligent search at the address on file, or refuses to act (or the corporation never filed its § 15.03 certificate), the corporation is deemed to have appointed the secretary of state as its attorney for service of process; the SOS forwards process by mail and the plaintiff pays a $10 fee. Foreign LLCs have a parallel mechanism (c. 156C § 54(b)). For DOMESTIC corporations, § 5.04(b) defers to the Massachusetts Rules of Civil Procedure, outside this corpus.

• Administrative DissolutionRevocation / administrative dissolutionThe state involuntarily ending an entity's authority to do business - for missed annual reports, a lapsed registered agent, or unpaid fees.Read the full entry →. Massachusetts administrative dissolution grounds are failure to file reports/tax returns or pay taxes for 2+ consecutive years, or inactivity - failure to maintain a registered agent is NOT a listed ground (unlike the Model Act). The corporation gets 90 days after notice to cure before dissolution.
• No Court Access. A foreign corporation transacting business without filing the § 15.03 certificate (which includes appointing a registered agent with written consent) cannot maintain a proceeding in any Massachusetts court until the certificate is delivered and filed.
• Civil Penalty. A foreign LLC doing business without registering (registration includes appointing a resident agent under §§ 48 and 51) is fined up to $500 for each year of the failure and cannot maintain actions in Massachusetts courts while the failure continues.
• ReinstatementReinstatementRestoring an entity the state revoked or administratively dissolved for missed filings - typically back-filing reports, paying accrued fees and penalties, and filing an application.Read the full entry → Fee. Reinstatement after administrative dissolution requires an application plus a DOR certificate that all corporate excise taxes and penalties are paid; the secretary of state may condition reinstatement on 'the payment of reasonable fees' (no statutory dollar amount).

Filing officeFiling officeThe agency that keeps the business register.Read the full entry →

City/Town Clerk of EVERY city or town where an office of the business is located (M.G.L. c.110 s.5). No state-level DBA and no county filing - Massachusetts counties play no role

State fee

n/a - no state filing; fees are set locally (statutory floor in M.G.L. c.262 s.34(20) is $1, but cities charge much more, e.g. Boston $65, Somerville $60)

Term

4 years from date of issue (statewide, set by M.G.L. c.110 s.5)

Renewal

Must be renewed every 4 years for as long as the business is conducted, at the same local fee (Boston: $65 renewal)

Publication

Not required. None

Online filing

Not available

The regime

Massachusetts has no statewide DBA registry. Any person conducting business under any title other than the person's real name, whether individually or as a partnership, must file a business certificate with the clerk of every city or town where an office of the business is situated, executed under oath by each person named as conducting the business.

Where it is filed

The city or town clerk - the certificate is filed in the office of the clerk of every city or town where an office of the person or partnership is situated, and the clerk keeps an index of certificates in force. A business with offices in multiple municipalities files in each one.

Publication

Chapter 110, § 5 imposes filing, oath, renewal, and copies-available-on-request duties but contains no newspaper-publication requirementPublication requirementA few states require newly formed or registered entities to publish a notice in designated newspapers (New York's LLC publication is the expensive example) - a real cost of formation that fee tables usually omit.Read the full entry →.

Term and renewal

A certificate is in force and effect for four years from the date of issue.

Name restrictions

An individual, unincorporated association, or partnership may not use 'corporation' or 'incorporated' (or any abbreviation) or any word or phrase suggesting it is a corporation. Separate restrictions bar sellers from using words implying U.S. government ownership ('Army,' 'Navy,' 'Government,' 'Post Exchange,' etc.) and bar use of 'Massachusetts State Fair' without the commissioner of agriculture's written consent.

Assumed names for registered entities

A foreign corporation whose corporate name does not satisfy Massachusetts requirements may, to obtain or maintain a certificate of authorityCertificate of authorityPermission for an entity formed in one state to do business in another - the 'foreign' registration.Read the full entry →, add a corporate indicator to its name or use a fictitious nameDBA / fictitious nameA name a business operates under that is not its legal name - 'doing business as.' Also: assumed name, trade name, fictitious business name.Read the full entry → if its real name is unavailable, by delivering to the secretary of state a certified board resolution adopting the fictitious name. The corporate name (including a fictitious name) may not be the same as or confusingly similar to existing corporate names, trade names, reserved names, other foreign entities' fictitious names, or registered marks.

Penalties

Violations of the certificate requirement are punished by a fine of up to $300 for each month during which the violation continues.

Official source

malegislature.gov/Laws/GeneralLaws/PartI/TitleXV/Chapter110/Section5↗ (opens the official source)

What it is called

Corporate excise (income measure + property/net-worth measure)

Administering agency

Massachusetts Department of Revenue (DOR); SOC Corporations Division is the filing agency for annual reports only

Corporation minimum

$456

How it is computed

CORP (any entity federally classified as a corporation, incl. LLCs electing corp status - c.63 s.30(1) check-the-box): corporate excise = GREATER OF (a) [$2.60 per $1,000 of MA taxable tangible property if a tangible property corporation, else $2.60 per $1,000 of MA-apportioned net worth (c.63 s.30 paras.7-8, 10-11; tangible if MA non-locally-taxed tangibles >= 10% of apportioned assets)] + [8.0% of MA taxable net income (rate for tax years beginning on/after 1/1/2012)] OR (b) $456 minimum excise (M.G.L. c.63 s.39(a)-(b)). Non-income measure prorated months/12 for short years; no cap. S corp variant (c.63 s.32D): same non-income measure + $456 minimum, but entity-level income rate is receipts-tiered: <$6M receipts = 0%, $6M-<$9M = 2.0%, >=$9M = 3.0% (8.0% minus the 5% c.62 s.4(b) Part B rate; two-thirds thereof for the middle tier). DUE (c.62C s.11): C corps 15th day of 4th month after year end (Apr 15 calendar-year, Form 355/355U); S corps 15th day of 3rd month (Mar 15, Form 355S). LLC (default partnership/disregarded classification): NO entity-level franchise/privilege/excise tax and no statewide business-license or gross-receipts minimum - members taxed under c.62; only recurring entity cost is the $500 SOC annual report fee (see fees block). Elective 5% pass-through-entity excise (c.63D s.2, SALT-cap workaround w/ 90% member credit) exists but is OPTIONAL, not a franchise t