MA registered agent
Massachusetts registered agent service, $3.50 a year
Massachusetts requires every corporation and LLC on its books to keep a registered agent at a real address in the state. Here is what Massachusetts law says about who that agent has to be and where it has to be.
What Massachusetts requires of a registered agent
The requirement
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.
Each corporation shall continuously maintain in the commonwealth: (1) a registered office that may, but need not be, the same as any of its places of business; and (2) a registered agent who may be any of the following individuals or entities whose business office is also the registered office of the corporation: (i) an individual, including the secretary or another officer of the corporation; (ii) a domestic corporation or not-for-profit domestic corporation; or (iii) a foreign corporation or not-for-profit foreign corporation qualified to do business in this commonwealth.
Source: state statute, via incFACTS: M.G.L. c. 156D, § 5.01; see also c. 156C, § 5(2)
How we comply
We don't.
What Massachusetts does to your company when we don't
Here is what the state does to an entity that has no agent, or whose agent is us.
Administrative dissolution
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.
The secretary of state may commence a proceeding under section 14.21 to dissolve a corporation administratively if: (a) the corporation has failed to comply with the provisions of law requiring the filing of reports with the secretary of state or the filing of any tax returns or the payment of any taxes under chapter 62C or chapter 63 of the General Laws for 2 or more consecutive years; or (b) the secretary of state is satisfied that the corporation has become inactive and that its dissolution would be in the public interest.
Source: state statute, via incFACTS: M.G.L. c. 156D, § 14.20; procedure § 14.21
No access to the courts
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.
A foreign corporation transacting business in the commonwealth without delivering to the secretary of state for filing the certificate required by section 15.03 shall not maintain a proceeding in any court in the commonwealth until the certificate is delivered and filed.
Source: state statute, via incFACTS: M.G.L. c. 156D, § 15.02(a)
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.
A foreign limited liability company doing business in the commonwealth which fails to register with the state secretary shall, for each year that such failure shall continue, be fined not more than five hundred dollars. ... no action shall be maintained or recovery had by the foreign limited liability company in any of the courts of the commonwealth as long as such failure continues.
Source: state statute, via incFACTS: M.G.L. c. 156C, § 54(a)
The bill to come back
Reinstatement 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).
The secretary of state may subject the reinstatement to such terms and conditions, including the payment of reasonable fees, as in his judgment the public interest may require.
Source: state statute, via incFACTS: M.G.L. c. 156D, § 14.22(c)
What happens to the lawsuit you never saw
Substituted service
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.
every foreign corporation which has complied with said section 15.03 but whose resident agent cannot, after a diligent search by an officer authorized to serve legal process, be found at the business address of such resident agent ... and every foreign corporation whose resident agent refuses to act as such, shall be deemed to have appointed the secretary of state and his successor in office to be its true and lawful attorney upon whom all lawful process in any action or proceeding may be served so long as any liability incurred in the commonwealth while it was doing business shall remain outstanding.
Source: state statute, via incFACTS: M.G.L. c. 156D, § 15.10(b)-(d); see also c. 156C, § 54(b)
Statutory text as captured by incFACTS (retrieved 2026-08-01, verified word-for-word against the state code 2026-08-10). Laws change. The statute governs; this page does not.