Massachusetts Registered Agent

Registered agents (statutory or resident agents) provide an essential service in the Commonwealth of Massachusetts. Statutory agents are used by hundreds of thousands of business establishments across the Commonwealth. In addition to ensuring that businesses and companies remain in good standing with the state, registered agents help ensure that companies can maintain some degree of privacy. 

Is a Registered Agent Required in Massachusetts?

Yes, registered agents are required for all registered businesses in Massachusetts. Massachusetts general law mandates that businesses and corporations maintain a registered agent whose duties include accepting any service of process served in the event of a lawsuit. Other responsibilities include receiving tax and corporate governance documents. Failing to have a registered agent may lead to a failed business filing with the Secretary of the Commonwealth (SOC) of Massachusetts and a possible loss of good standing. 

What is a Registered Agent in Massachusetts?

A registered agent is a person or entity appointed to receive important legal documents (such as notice of a lawsuit) on behalf of a company or business. The resident agent serves as the first point of contact for correspondence from the state. Upon receipt of any documents or notice, the resident agent must forward the material to the active company. 

This position of a registered agent is defined and mandated by Massachusetts General Law for all businesses. Some documents that a registered agent might receive include:

Types of Registered Agents

Massachusetts law allows for two different types of resident agents. 

Individuals

Individuals may serve as filed resident agents if they meet the eligibility rules. Businesses may appoint individuals to serve as resident agent agents if:

Corporations Organized Under State Laws

In Massachusetts, corporations may serve as resident agents as long as they are registered and maintain an office within the state. Appointed corporations must meet all the state law requirements, which include providing the Massachusetts Secretary of Commonwealth (SOC) with the following:

What Does a Registered Agent Do in Massachusetts?

A registered agent’s most important duty is receiving any lawsuit notice (also known as a service of process). In addition, the registered agent serves as the legally designated point of contact for delivering all crucial official documentation from the Secretary of the Commonwealth.

LLC Registered Agent in Massachusetts

In Massachusetts, LLC registered agents are appointed to receive any lawful action or proceeding that is served to the company. Registered agents also receive tax notices, mail, and other legal documents from government agencies. The registered agent may be an individual with a business address or a recognized corporation organized in the state to provide this service. 

The registered agent becomes effective once the information is registered and filed with the Massachusetts state secretary. If the agent’s business address should change, state laws require that resident agents notify and file the changes with the state secretary within five days. 

Do I Need a Registered Agent for My LLC in Massachusetts?

Yes, Massachusetts laws mandate that all LLS file a registered agent. Most companies prefer to hire third-party registered agents or services to meet this requirement. 

However, Massachusetts laws do not bar owners from choosing to act as their own registered agents. Anyone may serve as a registered agent as long as they meet the legal requirements, namely: 

A registered agent acts as the primary point of contact between the LLC and the state. Part of the agent’s duties includes receiving services of process. In the event of a lawsuit, the registered agent notifies and forwards the documents to the client. 

Registered Agent of a Corporation

According to Chapter 156D.01 §5.01 of Massachusetts General laws, every business registered in the state must have a registered agent and an office. Failing to maintain a registered agent can lead to severe consequences, such as legal complications or penalties. Companies also 

risk losing their good standing with the Commonwealth. 

Some of the duties provided by a registered agent of a corporation include the following:

Who Can Be a Registered Agent in Massachusetts?

Individuals or corporations can act as registered agents. However, to be a registered agent in Massachusetts, the appointed agent must meet several general rules. These include having a physical street address that will be used for business and being available during business hours (typically between 9:00 and 5:00 from Monday through Friday). Individuals who wish to become registered agents in Massachusetts must also indicate their consent to taking on the role, usually in the form of a signed formal agreement. 

Legal Requirements of a Registered Agent in Massachusetts

Section 5.01 of Massachusetts General Laws specifies the eligibility requirements for registered agents. Per the Commonwealth general laws, only the following may serve as appointed registered agents. 

Resident Individuals

Any individual in the Commonwealth can act as a registered agent as long as the person is:

Individuals may either be third-party agents outside of the business or individuals working as officers within the state, such as a secretary. 

Domestic Corporations

Companies (business entities) in Massachusetts can act as registered agents. This includes not-for-profit organizations as well as businesses. However, the company must be legally registered and incorporated within the Commonwealth. In addition, the business entity must maintain a registered office where it operates. 

Foreign Corporation 

Although Massachusetts laws generally mandate that agents be located in the Commonwealth, it provides a permissible exception for entities that were incorporated in another state (foreign). A foreign company may act as a registered agent if it’s legally qualified to do business within Massachusetts. 

While some companies prefer to have the same address for both the registered office and registered agent, this is not mandated by law. Businesses can appoint registered agents with different addresses as long as the agent (individual or company) is able to comply with the legal requirements of the role effectively. 

How to Choose a Registered Agent in Massachusetts

While business owners can choose to serve as their registered agents, choosing a registered agent service offers numerous benefits. By appointing an external registered agent service, businesses simplify the process of ensuring compliance with Massachusett laws. Working with a local registered agent in Massachusetts also helps limit the amount of information about a business available in the public space. 

The decision on which provider to choose will depend on a mix of factors, such as cost, convenience, and the type of services being offered. However, some of the key things to consider include: 

Eligibility 

The most crucial criterion to consider is each candidate’s eligibility. An appointed registered agent must meet the general rules of the Commonwealth. Namely, the individual or agent service must have a physical address within the state. Businesses must also ensure the registered agent service is licensed and legally allowed to provide services. 

Security

Another key factor to consider when choosing a registered agent in Massachusetts is the type of security offered by the service. While performing in the appointed role, registered agents get to handle confidential tax and legal documents. The loss or mishandling of these documents could have negative consequences for the business. 

Availability

In addition to having a physical address, registered agents must be available during business hours. Businesses that choose agents with irregular hours risk missing out on important legal documents, such as a complaint notice or a notice of initial legal action by another party (service of process). 

How Much Does a Registered Agent Service Cost in Massachusetts?

In Massachusetts, the cost of hiring a registered agent service ranges from $100 to $350 per year. The exact cost varies depending on a range of factors, such as the level of service being offered and the reputation of the agent. Some resident agent services offer different price tiers that include specific services. Companies are able to get lower prices by choosing inclusive company formation packages that bundle resident agent services as an added service.

Business owners can avoid paying for an outside registered agent service by either self-appointing themselves as registered agents or appointing friends or family members. However, this approach means that family members and friends may become privy to confidential information sent by the Commonwealth. 

Can I be My Own Registered Agent in Massachusetts?

Massachusetts laws permit business owners to serve as their own registered agents as long as they meet the general provisions. Per state laws, any individual can be appointed a registered agent if the person:

The process of self-appointment is similar to choosing any registered agent. Business owners can become their own registered agents by filing a statement of appointment with the Massachusetts SOC, providing the name of the corporation, the registered office address, and the name of the agent. The process can be completed within five days, depending on the means used in filing. 

Choosing to be your agent comes with benefits and downsides. 

Benefits

Some of the advantages of serving in the role as a registered agent include:

More Affordable

By choosing to serve as their own registered agent, business owners can avoid having to pay outside organizations or individuals to serve in the role. This provides a cost-effective solution for businesses running on a tighter budget. 

Quicker Response

A registered agent is tasked with receiving and then forwarding legal documents received from the Commonwealth. This two-step process may lead to a short delay in response time. In contrast, by serving as their own registered agent, business owners are able to instantly receive (and respond to) any incoming document. 

Protection of Confidential Information

Serving in the role of a registered agent allows businesses to limit the number of people who have access to confidential legal or compliance documents, as the documents are sent directly to the owner. 

Downsides

Loss of Privacy

One of the biggest downsides to owners choosing to be registered agents is the loss of privacy. Any submitted information becomes part of the public records. Registered agents are required to provide their name and address. This means that business owners who work from home risk compromising their privacy. 

Difficulty Maintaining Regular Hours

Registered agents are expected to be available during business hours to receive any legal documentation. This can be difficult for business owners who are constantly on the move or unable to hire employees to stay in the registered location. 

How to Change a Registered Agent in Massachusetts

To change a registered agent in Massachusetts, businesses must file a completed statement of change form to the Massachusetts Secretary of Commonwealth, as outlined under Massachusetts General Laws (Chapter 156D, Section 5.02).

Per the law, a corporation may change its registered agent by submitting a statement of change that includes the following:

In addition to this, the statement must include written consent by the new registered agent, affirming the decision to serve in this role. Businesses must also indicate if the registered address of the business office will remain the same after the change. 

In the event that the registered agent changes the street address, a signed notification of this change must be filed within five days. Businesses can file this statement online, by mail, or by fax. However, changing a registered agent form online will require a valid customer ID number (CID) as well as a PIN. These are provided during the formation of the business. Businesses that need to remember their CID are advised to contact the SOC’s office. 

Alternatively, businesses can opt to file a statement of change form by mail. Completed forms should be sent to the following:

Massachusetts Secretary of the Commonwealth,

Corporations Division,

McCormack Building,

One Ashburton Place, 17th Floor,

Boston, MA 02108,

The process of filing by mail typically takes three to five business days. Changing a registered agent in Massachusetts is free if the filing is done electronically. The SOC charges a $25 fee if the filing is done by paper or fax. 

Changing a Misspelled Registered Agent Name

Business entities can correct typographical errors and misspellings in previously submitted documents by filing an article of correction form. The company will need to provide the following.

What Happens If You Don’t Have a Registered Agent in Massachusetts?

Failing to have a registered agent in Massachusetts may lead to several ramifications, the most immediate of which will be a rejection of any business filing with the Secretary of the Commonwealth. Massachusetts laws mandate that general businesses must have a designated registered agent. As a result of this, any submitted filing without a named resident agent won’t be accepted. 

Not having a registered agent could also lead to a loss of good standing in the Commonwealth, resulting in serious consequences such as:

Registered companies are required to maintain an appointed registered agent at all times. In the event that the agent is unable to fill this role, a replacement must be appointed. Failing to have a registered agent may lead to potential legal issues. Companies may miss important litigation documents, such as notices of lawsuits or complaints. Failing to respond in such instances could lead to a default judgment against the Massachusetts business. 

How to Become a Registered Agent in Massachusetts

Applicants must meet the eligibility requirements to become a registered agent in Massachusetts. The following are some general steps in the process.

Step 1. Understand the Role of a Resident Agent

A resident agent fills a vital position for registered businesses in Massachusetts. Individuals or corporations appointed in this position must familiarize themselves with the expected duties to ensure they’re suitable for the position. Reviewing all the legal requirements for serving as a registered agent is also essential. 

Step 2. Choose a Structure

Registered agents in Massachusetts can either be individuals or business entities. Each option comes with unique requirements. For instance, applicants who wish to operate as a registered agent service company must structure and register their company in line with Massachusetts laws. 

Step 3. Obtain a Business Address

Massachusett laws require that registered agents have a physical address within the Commonwealth where documents can be received on behalf of client companies. This address must be an office and not a P.O. box. 

Step 4. Complete the Paperwork and Pay Fees. 

If all the eligibility requirements have been met, applicants can complete the final step toward becoming a registered agent in Massachusetts. Requestors must submit a statement of appointment, which will be filed with the Corporate Division of the Secretary of Commonwealth’s Office. 

Some of the information that must be on the state of appointment includes:

The statement must also include signed consent by the individuals or entity that is being appointed as registered agents. For appointments filed via paper or fax, the Secretary charges a $25 fee. 

Massachusetts Registered Agent Search

The Massachusetts Secretary of the Commonwealth maintains public records of registered businesses in the Commonwealth, including the names of businesses and the appointed registered agents. Access to this information can be obtained online. Results of a search typically include the name of the entity, the old or new ID number (if applicable), and the registered address. 

To process a search, inquirers must provide specific information that can help filter results, such as the business or company’s name. Requesters can conduct searches to find an exact match or filter their results using a broader search. Requests may be facilitated using a known filing number or identification number. Inquiries may also be filtered using a known registered agent name or entity name. 

Is Registered Agent Information Public Record in Massachusetts?

Yes, a Massachusetts registered agent’s information falls under the umbrella of public records, as provided under Massachusetts Public Records law. The Massachusetts Secretary of the Commonwealth (Corporations Division) maintains all records of registered agents filed in the state. This information, including the registered agent’s name and contact address, is considered public and can be accessed in line with state laws. Interested parties can obtain registered agent information by either contacting the SOC or using the online search tool provided by the Division. Searches can be filtered using a known identification number, filing number, or entity name.