Form a Foreign Limited Liability Company in Massachusetts – Foreign Limited Liability Application for Registration (Form F)

The Commonwealth of Massachusetts Foreign Limited Liability Company Application for Registration (Form F) is a required filing of the Secretary of the Commonwealth of Massachusetts for foreign Limited Liabilities Companies intent on conducting business in this state. This form acts as a template form listing the minimum reporting requirements of the Secretary of the Commonwealth of Massachusetts. In addition to the information that needs to be reported, the foreign Limited Liability Company must submit a Certificate of Existence. This Certificate must be obtained from the Secretary of State (or comparable authority) of the jurisdiction where the applying entity formed and operates.

The Commonwealth of Massachusetts Foreign Limited Liability Company Application for Registration (Form F) will have a Filing Fee of $500.00. If you are filing by Mail, then it must be paid for with a check made out to “Commonwealth of Massachusetts.” If you are filing by Fax or Online, you may pay with a major credit card. It should be noted that, when Faxing in this filing, you must include a Secretary of Commonwealth generated Fax Voucher Coversheet. You may obtain this here: http://www.sec.state.ma.us/cor/functionality/faxfiling.htm. The Fax Voucher Coversheet will contain a unique barcode specifically for your filing.

How To File By Mail

Download Form

Step 1 – Select the link labeled “Download Form” above. This will allow you to download a PDF file of the Commonwealth of Massachusetts Limited Liability Application for Registration. You will need to use a PDF program or a browser that is PDF form friendly. You may also print this document then enter the information with a typewriter.

Step 2 – The first blank line will be labeled “Federal Identification No.” If you have obtained a FEIN or Federal Entity Identification Number, then enter the foreign Limited Liability Company’s FEIN on this line.

Step 3 – Next, In Item 1a, report the Full Name of the foreign Limited Liability Company as it appears on the Certificate of Existence being submitted with this form.

Step 4 – Should the Name of the foreign Limited Liability Company be unavailable, report the Assumed or Ficitious Name the foreign Limited Liability Company will operate under in the Commonwealth of Massachusetts on the blank line in Item 1b.

Step 5 – In Item 2, report the Jurisdiction where the foreign Limited Liability Company was legally formed. This should be a State or a Country.

Step 6 – In Item 3, enter the Date the foreign Limited Liability Company was formed, registered, and/or recognized officially in its home jurisdiction.

Step 7 – In Item 4, report the Purpose the foreign Limited Liability Company has for conducting business in the Commonwealth of Massachusetts on the blank line provided.

Step 8 – In Item 5, use the space provided to report the Principal Office Business Address of the foreign Limited Liability Company. This should consist of the Building Number, Street, Suite Number, City, State, and Zip Code composing the foreign Limited Liability Company’s Principal Office Business Address.

Step 9 – In Item 6, if the foreign Limited Liability Company will have a Principal Office in Massachusetts then you must report this Address in the space provided. The foreign Limited Liability Company’s Massachusetts Principal Office Address must consist of the Building Number, Street, Suite Number, City, State, and Zip Code for this location.

Step 10 – In Item 7, list the Managers of the foreign Limited Liability Company. If any of these parties or entities have a Business Address that differs from the Principal Office, this must be reported as well in the space provided.

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Step 11 – In Item 8, report the Name and Business Address of each individual who is authorized by the foreign Limited Liability Company to engage in the execution, acknowledgement, and delivery of recording instruments that may have an impact on the real property recorded with the Registry of Deeds.

Step 12 – In Item 9, report the Name and Street Address of the Commonwealth Resident Agent. Only do this if you have received explicit consent from the Commonwealth Resident Agent’s ability and desire to reliably receive Service of Process aimed at the foreign Limited Liability Company on its behalf. Report this party’s Full Name in the space provided and the Complete Address of the Physical Location. That is, you must report the Buidling Number, Street, Suite Number, City, State, and Zip Code of the geographical location where the Commonwealth Resident Agent representing the foreign Limited Liability Company may be found during business hours.

Step 13 – If the foreign Limited Liability Company does not intend to operate indefinitely, then you must report the Date of Dissolution on the blank line in Item 10. If not, you may leave this item blank and it will be assumed the foreign Limited Liability Company will be perpetual.

Step 14 – If there are any other Provisions or Statements that must be included in the Commonwealth of Massachusetts Foreign Limited Liability Company Application for Registration being submitted for the filing entity, you may document these additional Provisions or Statements in Item 11.

Step 15 – Next at least one Authorized Representative (such as a Manager) must Sign his or her Name on the blank line labeled “Signed by…” at the end of this document. Below this will be a blank line in a consent paragraph. The Commonwealth Resident Agent must read this paragraph then provide his or her Signature on the blank line following the word “I.”

Step 16 – Near the bottom of the second page will be a set of blank lines below the words “Contact Information.” Here you will need to provide a Contact Person and Recipient Mailing Address. First, report the Full Name of the Contact Person and the Full Mailing Address the Secretary of the Commonwealth of Massachusetts should use for correspondence and contact regarding this application. Below this report the Contact Person’s Phone Number on the blank line labeled “Telephone” and the Email Address on the blank line labeled as “Email.”

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Step 17 – When you have verified that all the information reported in this application is up to date and accurate, you may organize the completed Commonwealth of Massachusetts Foreign Limited Liability Company Application for Registration and all the applicable documents that must be attached for submission to the Secretary of the Commonwealth of Massachusetts. The Filing Fee ($500.00) for this filing must be submitted with the application at the time of filing. You may file this document in person, by fax, or by mail. If submitting this package by mail, you will need to pay the Filing Fee with a check made payable to “Commonwealth of Massachusetts.” If you are filing by fax, you must include a Fax Voucher Cover Sheet that is generated by website of the Secretary of the Commonwealth of Massachusetts (http://www.sec.state.ma.us/cor/functionality/faxfiling.htm). This site will generate a unique bar code for your filing and give you the opportunity to report your credit card number. You must pay with a major credit card if you are filing by fax.

Fax To:

(617) 624-3891

Mail To:

Secretary of the Commonwealth
One Ashburton Place Room 1717
Boston, Massachusetts 02108-1512

Step 18 –  Foreign Limited Liability Companies will need to file an Annual Report once a year with the Secretary of the Commonwealth of Massachusetts. This must be received once a year by the Secretary of the Commonwealth by the Anniversary Month of its registration. You may file online by visiting this page: https://corp.sec.state.ma.us/corp/loginsystem/login_form.asp?FilingMethod=I. If you wish to file a hard copy document, download this PDF file: Massachusetts Foreign Limited Liability Company Annual Report. This requires a $500.00 Filing Fee payable to the Commonwealth of Massachusetts.