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

The Massachusetts Foreign Professional Limited Liability Company Application for Registration (Form FP), required by the Secretary of the Commonwealth of Massachusetts, must be filed before an out of state Professional Limited Liability Company may operate in this state legally. The Secretary of the Commonwealth of Massachusetts will require certain pieces of information in order to properly register the foreign Professional Limited Liability Company’s presence and activity in the Commonwealth of Massachusetts. This template form creates a framework for the minimum reporting requirements to be presented for approval. Some additional paperwork such as the licensing credentials of certain professions will likely be required as well. In addition to the Massachusetts Foreign Professional Limited Liability Company Application for Registration, every applying entity will also need to submit a Certificate of Existence obtained from the governing body of its home jurisdiction. Governing body may be defined as a Secretary of State Office or something comparable.

The Filing Fee for the Commonwealth of Massachusetts Professional Limited Liability Company Application for Registration (Form FP) is $500.00. You may pay for this with a check or a credit card and may submit the filing and payment by Mail, Fax, Online, or In Person. It should be noted that if you are filing by Mail, you must pay with a check made out to “Commonwealth of Massachusetts.” You may not use a check if you are paying Online or by Fax, you will have to use a major credit card to remit payment of the Filing Fee. If you are filing by Fax, you must submit a Fax Voucher Cover Sheet. This document may only be produced on the Fax Filing site ((http://www.sec.state.ma.us/cor/functionality/faxfiling.htm) maintained by the Secretary of the Commonwealth of Massachussetts. The Fax Voucher Cover Sheet will contain a bar code generated by Secretary of the Commonwealth of Massachusetts and allow for payment information and serviece requests to be made.

How To File By Mail

Download Form

Step 1 – Select the link labeled “Download Form.” This will allow you to save the Commonwealth of Massachusetts Professional Limited Liability Company Application for Registration to your computer. This is a PDF form thus, you may enter information directly onscreen with software such as a PDF program of a form-friendly browser. If you do not have such software, you may print this form then fill out the information with a typewriter.

Step 2 – If the foreign Professional Limited Liability Company submitting this application has a Federal Entity Identification Number, then you must report this Number on the first blank line.

Step 3 – Locate Item 1a. On the blank space provided, enter the foreign Professional Limited Liability Company’s Full Name precisely as it is recorded in its home jurisdiction’s record books. This Name should be entered the same way it appears on the Certificate of Existence being submitted with this form.

Step 4 – Item 1b is required depending upon the conditions of the foreign Professional Limited Liability Company’s circumstances. If the Name of the foreign Professional Limited Liability Company is unavailable in the Commonwealth of Massachusetts, the applying entity will need to use an Assumed Name to operate under and be identified as on the record books. If this is the case, enter the Assumed Name on the blank line in Item 1b. If this is not the case, you may leave this blank.

Step 5 – In Item 2, the jurisdiction or parent state where the foreign Professional Limited Liability Company formed must be documented on the blank line provided.

Step 6 – In Item 3, the Date of Organization must be entered on the blank line. The Date of Organization is the exact day the foreign Limited Liability Company officially formed in the eyes of its home jurisdiction’s governing body.

Step 7 – The next section requiring attention will be Item 4a. Here, you must report the Professional Service the foreign Limited Liability Company provides.

Step 8 – In Item 4b, each Member or Manager who is providing the Professional Service of the foreign Professional Limited Liability Company must be identified in the space provided. Here a Roster of the Full Name and Complete Address of such Members and Managers must be listed. Additionally, Item 4b will also require proof that each Member or Manager has fulfilled the requirements of the licensing or regulatory boards governing the professional service provided be included in the form of a certificate. Item 4c will bind the foreign Professional Limited Liability Company to remain in compliance with the regulating board in Massachusetts governing the professional servie provided.

Step 9 – In Item 5, use the space provided to document the foreign Professional Limited Liability Company Principal Office Business Address.

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Step 10 – Item 6 will require that if the foreign Professional Limited Liability Company will maintain a Principal Office in the Commonwealth of Massachusetts, then it must be reported in the space provided.

Step 11 – Provide a Roster of each Manager of the foreign Limited Liability Company along with his or her Business Address if it differs from the Principal Office Address in the available space in Item 7.

Step 12 – In Item 8, report the Full Name and Complete Address of each individual who may execute, acknowledge, and record any recordable instrument that bears an affect on the Professional Limited Liability Company’s interest in the registry of deeds or the land court’s district office.

Step 13 – Next in Item 9, you will need to report the Identity and Location of the Commonwealth of Massachusetts Resident Agent. This is the individual or entity who has consented to acting as the Resident Agent acccepting Service of Process on behalf of the foreign Limited Liability Company. The Resident Agent must maintain a Physical Address in the Commonwealth of Massachusetts. When reporting the Address, you must include the Building Number, Street, Suite Number, City, State, and Zip Code where the Massachusetts Resident Agent will be physically found.

Step 14 – In some cases, a Professional Limited Liability Company does not plan on operating perpetually. That is, it will cease activities and disslove. If the foreign Professional Limited Liability Company intends to dissolve, then report the Date of Dissolution on the blak line in Item 10.

Step 15 – Any additional Provisions that need to be included so the foreign Professional Limited Liability Company may submit this application properly then report them in Item 11.

Step 16 – On the blank line following Item 11, labeled “Signed by,” at least one Authorized Representative must provide his or her Signature.

Step 17 – The last statement on this page is an acknowledgment statement verifying the Massachusetts Resident Agent has given consent. The Massachusetts Resident Agent must Sign his or her Name on the blank line following the word “I.”

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Step 18 – On the second page, below the heading “To Be Filled In By Foreign Limited Liability Company, you must provide some Contact Information for correspondence with the Secretary of the Commonwealth of Massachusetts to use regarding this application. Enter the Name of the Contact, the Contact’s Mailing Address, the Contact’s Daytime Telephone Number, and the Contact’s E-Mail Address on the blank lines provided.

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Step 19 – Once all the information has been entered onto the Commonwealth of Massachusetts Foreign Professional Limited Liability Company Application for Registration may be submitted to the Secretary of the Commonwealth of Massachusetts along with the required attachements and the Certificate of Existence. The Secretary of the Commonwealth of Massachusetts will expect a $500.00 payment for the Filing Fee which must be remitted with a check (payable to “Commonwealth of Massachusetts) or a credit card. If you are mailing the Commonwealth of Massachusetts Foreign Professional Limited Liability Company Application for Registration, you must pay with a check. You must pay with a credit card if you are Faxing in this package. All Fax Filings must be accompanied by the Fax Voucher Cover Sheet that may only be created here: http://www.sec.state.ma.us/cor/functionality/faxfiling.htm.

Fax To:

617,624.3891

Mail To:

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

Step 20 –¬†Once a Foreign Professional Limited Liability Company has successfully filed, it will be expected to fill out and submit a Massachusetts Foreign Professional Limited Liability Company Annual Report to the Secretary of the Commonwealth of Massachusetts. This will need to be accompanied with a payment of a $500.00 Filing Fee payable to the Commonwealth of Massachusetts. You may file by mail using this PDF File: Massachusetts Foreign Professional Limited Liability Company Annual Report or online here:¬†https://corp.sec.state.ma.us/corp/loginsystem/login_form.asp?FilingMethod=I.