You want to do business in the state of Massachusetts but are registered as a Domestic Corporation in another state.  In order to legally conduct business in the state of Massachusetts you must register with the Massachusetts Secretary of the Commonwealth as a Foreign Corporation.  The process of registering as a Foreign Corporation in Massachusetts is called Massachusetts Corporation Foreign Qualification.

The process of Massachusetts Corporation Foreign Qualification is similar to the process of forming a Domestic Corporation in Massachusetts.  Your original Domestic Corporation formation documents (usually called Articles of Incorporation) and By Laws apply to your Massachusetts Foreign Corporation.  The Officers and Directors of your Domestic Corporation have the same roles in the Massachusetts Foreign Corporation.  Specific requirements to qualify as a Foreign Corporation in Massachusetts are explained below. 

Once you have made the decision to Qualify as a Foreign Corporation in Massachusetts, a Massachusetts lawyer can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents to perform these services.

In the United States, just because you are registered to do business in one state does not mean that you can legally do business in another state.  If you want to transact any serious business in a state other than the state in which your Corporation is registered, most likely you will have to register with the state in which you want to do business before you can legally conduct business there. 

For example, a Corporation that is registered in California wants to do business in Massachusetts.  The California Corporation is a "Domestic" Corporation in California and will be a "Foreign" Corporation in Massachusetts.

The California Foreign Corporation needs to register with the Massachusetts Secretary of the Commonwealth as a Massachusetts Foreign Corporation.

The use of the term Foreign in this case refers specifically to individual US states.  The US government, including the IRS, considers a Foreign Corporation to be a Corporation that is registered outside of the United States.

The short answer is no.  The state of Massachusetts does not legally require a lawyer to form a Massachusetts Foreign Corporation.

Our detailed Foreign Corporation Information page may help you understand some of the implications of forming a Massachusetts Foreign Corporation.  However, if there is anything about forming a Foreign Corporation in Massachusetts that you're not sure about you should seek the advice of a competent Massachusetts lawyer, a Massachusetts accountant, or both before you form a Foreign Corporation in Massachusetts.

Once you have made the decision to form a Foreign Corporation in Massachusetts, a Massachusetts lawyer can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents to perform these services and save money that you can use in your new Massachusetts Foreign Corporation.

You are not legally required to reserve a Company Name for a new Massachusetts Foreign Corporation before you submit your application to Form a Foreign Corporation in Massachusetts.

The Foreign Corporation name that you have registered in your home state may or may not be available in Massachusetts.  In that case you need a different name your Massachusetts Foreign Corporation.  Whether or not you need to reserve a company name for your new Massachusetts Foreign Corporation depends entirely on your business situation.  The Massachusetts Secretary of the Commonwealth uses names on a first come first served basis.  So if you think that someone may snatch the Company Name that you have in mind, you may want to reserve that Massachusetts Foreign Corporation Name.

If the Name you have chosen for your new Massachusetts Foreign Corporation is already in use by a currently active Massachusetts Foreign Corporation or LLC then you will have to register a DBA Name with the administrative clerk in each Massachusetts city or town in which you want to do business. "DBA" is an abbreviation for "Doing Business As."

We verify that the Name you have chose for your new Massachusetts Foreign Corporation is available before we submit your Foreign Corporation filing to the Massachusetts Secretary of the Commonwealth.  If necessary we can register a DBA Name in Massachusetts for you so that you can open your new Massachusetts business as quickly as possible.

1. Prove that you are registered in a state other than Massachusetts as a Domestic Corporation
   In order to register as a Foreign Corporation in the state of Massachusetts, you must first prove that you are registered in another state as a Domestic Corporation.  You prove this with a Certificate of Good Standing, sometimes referred to as a Certificate of Existence or a Certificate of Fact, from the state in which you are registered as a Domestic Corporation.  Cost of a Good Standing Certificate for your Domestic Corporation varies from state to state.
   
   
   If you already have a Good Standing Certificate from your home state, note that it must be dated no older than 60 days from the date of your application for Massachusetts Corporation Foreign Qualification.
   
   
   If the date on your Good Standing Certificate is older than 60 days then you need to get an updated certificate.   If you get your own Good Standing Certificate you must scan and email or send a copy to us before we submit your application for a Massachusetts Foreign Corporation.
   We can get your Good Standing Certificate from any state - in most states within 2-3 hours.
2. Choose a name for your Massachusetts Foreign Corporation
   You can use the same name in Massachusetts that you use in your home state, however, if the name of your Domestic Corporation is not available you need to choose another name.  Your Massachusetts Foreign Corporation name can identify the type of products and services your business will provide; or it may be the name of the founder; or it can be a combination of the two or something else.
   
   In any case, the Massachusetts Foreign Corporation name that you choose must be distinguishable from the name of any other registered Massachusetts Corporation or other business entity and the name must also be different from any reserved names on record with the state of Massachusetts.  Your Massachusetts Foreign Corporation name must not imply that it was formed for a purpose other than that stated in the Your Massachusetts Foreign Corporation name must not be a name that is likely to mislead the public.
   
   The name of a Massachusetts Foreign Corporation must include the word "Foreign Corporation" or "Incorporated" or an abbreviation of one of these words.
   
   It's important to choose a good name for your Massachusetts Foreign Corporation because if you want to change it after you qualify you will have to file amended documents with the Massachusetts Secretary of the Commonwealth (and pay a fee).
   We will check to make sure that your requested Massachusetts Foreign Corporation name is available and conforms to all state of Massachusetts Foreign Corporation naming regulations.
3. Select an official address and a Registered Agent for your Massachusetts Foreign Corporation
   Every Massachusetts Foreign Corporation must have an address that is physically located in the state of Massachusetts.  This address is "registered" with the Massachusetts Secretary of the Commonwealth.  The Registered Address cannot be a PO Box and is where official and legal correspondence can be delivered.
   
   The individual or company that is registered with the state of Massachusetts to receive all correspondence on behalf of the Massachusetts Foreign Corporation is called a "Registered Agent".  You may act as your own Registered Agent, however, many Massachusetts Foreign Corporations hire a Registered Agent because they don't have a physical address within the state of Massachusetts or to provide a distinct level of privacy.
   We provide Registered Agent services in Massachusetts as well as all other states and the District of Columbia.
4. File Registration Documents with the Massachusetts Secretary of the Commonwealth
   In order to Qualify as a Foreign Corporation in Massachusetts you must file Registration Documents with the Massachusetts Secretary of the Commonwealth.  In Massachusetts the registration documents are named "Foreign Corporation Certificate of Registration".
   
   The registration documents must include certain specific information about your Massachusetts business.  If the Registration Documents do not conform exactly to state of Massachusetts requirements they will be rejected. 
   
   If you need to change any of the information on your registration documents after your Massachusetts Foreign Corporation has been approved, you may amend the registration documents for your Massachusetts Foreign Corporation but you will have to pay a fee to the state of Massachusetts in order to make the changes official.
   
   
5. Determine how you want your Massachusetts Foreign Corporation to be taxed
   The Massachusetts Corporate Income Tax Rate is %.  You may choose that your Massachusetts Foreign Corporation to be taxed as a C Corporation or S Corporation. 
   
   A C Corporation is what you may think of as a traditional Corporation like General Electric or Ford.  C Corporations pay a Corporate income tax to the state if that state taxes Foreign Corporations. 
   
   You may choose to have your Massachusetts Foreign Corporation taxed as a S Corporation.  S Corporations "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable personal rate.  S Corporations do not pay any Massachusetts Corporate Income Tax.
   If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your Massachusetts Foreign Corporation and include it with your final Foreign Corporation documents package.

1. Obtain Business Licenses from the cities and counties in which you plan to do business
2. File the required reports for your Massachusetts Foreign Corporation
3. Keep proper records of your Massachusetts Foreign Corporation on file
4. Pay your taxes to the state of Massachusetts

1. Obtain Business Licenses from the cities and counties in which you plan to do business
   Note that forming a Massachusetts Foreign Corporation does not take the place of obtaining a local business license, tax registration certificate, or other required business permits.  A Massachusetts Foreign Corporation merely creates an ownership structure that limits the owners' personal liability.  You may still need to take care of getting set up to do business with your local government.
   
   Depending on the nature of the business and the location of your Massachusetts Foreign Corporation within Massachusetts you may need to get one or more local business licenses or permits.  The business licenses or permits that are required for your Massachusetts Foreign Corporation vary depending on your business activities and the specific locations within the state of Massachusetts in which you want to conduct business.
   
   If your Massachusetts Foreign Corporation will be selling products in Massachusetts you may be required to obtain a Reseller's Permit from the appropriate Massachusetts state agency.  If your Massachusetts Foreign Corporation will be selling products in Massachusetts you will also be responsible for all applicable local and state of Massachusetts sales taxes if there are any.
   We have the expertise to find out exactly which state and local permits that you need for your specific business.
2. File the required reports for your Massachusetts Foreign Corporation
   The Massachusetts Corporation Annual Report includes basic information about your Massachusetts Foreign Corporation including information on your Officers and Directors.
   
   Failure to submit a properly completed Massachusetts to the Massachusetts Secretary of the Commonwealth on or before the due date may subject the Massachusetts Foreign Corporation to being administratively dissolved in the state of Massachusetts or having its authority to transact business in the state of Massachusetts revoked by the Massachusetts Secretary of the Commonwealth.
   
   Penalties may accrue if you fail to file any Massachusetts Foreign Corporation to the Massachusetts Secretary of the Commonwealth by the due date.
   
   
3. Keep proper records of your Massachusetts Foreign Corporation on file
   Keep the following records on file and available at the principal business office of your Massachusetts Foreign Corporation:
   • Names and addresses of all Directors and Officers of the Massachusetts Foreign Corporation
   • Foreign Corporation formation documents and any Amendments to them
   • Corporate Bylaws and any Amendments to them
   • List of current shareholders of the Foreign Massachusetts Foreign Corporation.  If shareholders change, keep a record of old shareholders and how stock was transferred.
   • Minutes of all Meetings of Shareholders and Directors
   • Copies of any Corporate Resolutions which have been adopted by the Massachusetts Foreign Corporation
   • Copies of all tax returns and Annual Reports for the Massachusetts Foreign Corporation for the last 3 years
   
   
   
4. Pay your taxes to the state of Massachusetts
   Foreign Corporations that either do business in the state of Massachusetts or that derive income from sources within the state of Massachusetts are subject to Massachusetts and federal tax laws.  If you are engaged in intrastate business and derive income from other states besides Massachusetts, you must allocate the amount of income derived from the state of Massachusetts in order to determine your Massachusetts state taxes.

In order to Incorporate in Massachusetts you'll need the following information about your new Company:

• The name of your new Massachusetts Foreign Corporation along with your second choice of a name in case the name that you want is not available
  
• Physical address of the Foreign Corporation office in Massachusetts (not a PO Box)
  
• A good standing certificate for your Domestic Corporation from your home state no older that 60 days
• A description of the nature of the business you are planning to operate with the Massachusetts Foreign Corporation
• When the Massachusetts Foreign Corporation will start and when it will cease to exist (normally the Foreign Corporation starts on the date the application is filed and will exist perpetually)
• Names and addresses of the initial Directors of the Massachusetts Foreign Corporation
• Names and addresses of each Officer of the Massachusetts Foreign Corporation

Remember - ALL the information that you provide when you Form a Foreign Corporation in Massachusetts becomes part of the public record.  Our data entry forms include the absolute minimum amount of information that is required in order to Form a new Foreign Corporation in Massachusetts.

Processing times for new Massachusetts Foreign Corporation applications vary depending on the work load of the Secretary of the Commonwealth's staff.  We've found that normal processing of new Massachusetts Foreign Corporation applications takes the state around 2-3 business days.  Add 2-3 days for the time period for shipping the final documents by mail.  Choosing our Express Mail option can shave a couple of days off the total processing time for your new Massachusetts Foreign Corporation.

The Massachusetts Secretary of the Commonwealth reserves the right to extend expedite periods in time of extreme volume, staff shortage or equipment malfunction.  We are dependent on, and have no control over, the staff and systems of the Massachusetts Secretary of the Commonwealth.

In our experience 2-3 business days is the time it usually takes the Massachusetts Secretary of the Commonwealth to process a new Massachusetts Foreign Corporation application. We get your Massachusetts Foreign Corporation application to the MA Secretary of the Commonwealth ASAP. Once it is at the state we have no control over the new Massachusetts Foreign Corporation application process.

The state of Massachusetts charges $410.00 to Form a Foreign Corporation in MA.  Also add the cost of a Good Standing Certificate from your home state.   If you choose us to help you Form your Foreign Corporation in Massachusetts our processing fees are $145.00.  This includes:

• Same day processing of your new Massachusetts Foreign Corporation order
• MA Name Check and Reservation
• Prepare Foreign Corporation Certificate of Registration
• File Formation Documents with the Massachusetts Secretary of the Commonwealth
• Certified Copies of Formation Documents
• Massachusetts Foreign Corporation Checklist
• Priority Mail Delivery
• Unlimited Customer Support