Massachusetts Certificate of Authority
A Massachusetts Certificate of Authority is a legal document that grants a business entity permission to operate within the state of Massachusetts. This certificate is typically required for businesses that plan to transact business in Massachusetts but are not based in the state. It serves as proof that the business is authorized to conduct business activities in Massachusetts and comply with state regulations.
Obtaining a Massachusetts Certificate of Authority involves submitting an application to the Massachusetts Secretary of State’s office, along with the required fee. Once approved, the certificate signifies that the business has met the necessary requirements to operate legally within the state. It is an essential document for out-of-state businesses looking to expand their operations into Massachusetts.
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To conduct business in Massachusetts, companies must first register with the Massachusetts Secretary of State. If a business is incorporated in another state, it typically needs to obtain a Massachusetts certificate of authority, which designates it as a foreign entity and eliminates the need for establishing a new entity.
Failure to operate with a certificate of authority can lead to penalties or fines. Various entities such as licensing agencies, banks, and vendors often require businesses to present a certificate of authority in addition to meeting state requirements.
Common scenarios that necessitate obtaining a certificate of authority include:
- Establishing a physical office or location in the foreign state
- Hiring an employee residing in the state
- Commencing a contract or project in a new state
- Meeting the requirements of vendors or banks
- Fulfilling licensing authority mandates
To secure your Massachusetts Certificate of Authority, you must complete an Application for Certificate of Authority and provide necessary certificates or certified copies from your home state. It is crucial to appoint a registered agent for your filing to be accepted. Adhering closely to the state’s guidelines is essential, as even minor errors can lead to document rejection.
For Foreign Entities:
Agency: Massachusetts Secretary of the Commonwealth – Corporations Division
Form: Foreign Entity Certificate of Registration
Filing Method: Mail or fax
Agency Fee: $390 (fax) / $400 (mail)
Law: M.G.L.A Ch 156D § 15.03
Notes: Foreign entities must file a certificate of registration within 10 days of commencing business in Massachusetts.
Certified Copy Requirement: Not mandatory
Certificate of Good Standing Requirement: A certificate of existence or good standing dated within 60 days is necessary.
What documentation is needed from the home state?
In addition to the application, you must submit the following from your home state:
- For Limited Liability Companies: Certificate of existence or good standing dated within 60 days.
- For Corporations: Certificate of existence or good standing dated within 60 days.
- For Nonprofit Corporations: Certificate of existence or good standing dated within 60 days.
- For Professional Entities: Certificate of existence or good standing dated within 60 days.
Who is a registered agent?
A registered agent is an individual or entity designated to receive legal documents and official notices on behalf of a business. When applying for a Massachusetts Certificate of Authority, you must appoint a registered agent with a physical address within the state. Utilizing a local registered agent service that offers same-day document scanning can fulfill this requirement and streamline the process.
State Contact Information:
Massachusetts Secretary of the Commonwealth – Corporations Division
Physical Address: One Ashburton Place, Corporations Division, Boston, MA 02108
Phone: (617) 727-9640
Fax: (617) 742-4528
Website: Massachusetts Secretary of the Commonwealth – Corporations Division
Email: corpinfo@sec.state.ma.us