Registered Foreign LLPs in Massachusetts

Massachusetts treats the limited liability partnership as a partnership that has registered to limit its partners' liability, and it makes the registration public. M.G.L. chapter 108A, section 45 sets the rules for a Massachusetts LLP. Section 47(4) then says foreign registered limited liability partnerships may do business in the Commonwealth and must register with the Secretary of the Commonwealth "in the same manner" as a Massachusetts one. So a foreign LLP files the same kind of registration, at the same fee, and then keeps it alive with the same yearly report.

Section 47(6) leaves the partnership's internal workings, including what its partners owe on partnership debts, to the law of the place where it is registered. Filing here does not change that, and it does not make the partnership a local one.

The Corporations Division's own page for these partnerships opens with a plain sentence: there are no pre-printed forms for any limited liability entities in Massachusetts, so you follow the statutory guidelines. Its regulation is 950 CMR 111.00.

The LLP statute has no ten-day deadline of the kind found in the corporation and limited partnership laws, and it prints no list of excused activities. Section 47(4) says only that a foreign LLP may do business here and "shall be required to register." Nothing in the LLP chapter says how long a partnership has after it starts, and this page does not invent a deadline.

The nearest guidance sits in the corporation statute, chapter 156D, section 15.01, which governs foreign corporations and, through a cross-reference, foreign limited partnerships and LLCs. It says that owning or leasing real estate, doing construction work, and any activity requiring labor in the Commonwealth count as transacting business. It is not written for LLPs, so treat it as a warning sign rather than a rule: a partnership with a Massachusetts office, a lease or employees working here should assume the registration is expected, and one with a smaller footprint should ask a Massachusetts attorney.

The fee is $500, the figure in section 45(1) and on the Division's fee list for LLP registration. The fee schedule lists the LLP registration among the filings that cannot be made electronically, so it goes in by mail, in person at the Boston address, or by fax with an added $20 expedite charge. Checks are payable to the Commonwealth of Massachusetts.

What the registration sets out

The Division lists these items, in this order:

1. The partnership's federal employer identification number
2. The partnership's name
3. The state under which it is formed and registered
4. The street address of its principal office
5. A brief statement of the business it is engaged in, and the name and street address of its resident agent in Massachusetts
6. The name and business address of each partner authorized to sign, acknowledge and record instruments affecting real property, if different from the principal office

One or more partners sign it, authorized by a majority of the partners. A partnership that renders professional services in Massachusetts adds the information about its licensed partners and attaches a certificate from the appropriate regulating board showing that each such partner is licensed. The status of registered foreign LLP takes effect when the registration and fee are filed.

This is the one point where the sources go quiet. The statute does not mention a home-state document, and the Division's list of what the registration contains has none. The fee schedule, which tells corporation, LLC and limited partnership filers that a certificate under 90 days old must accompany the registration, says nothing like that in its LLP section, where the only attachment mentioned is a regulatory board certificate for professional partnerships.

The regulation's own text was not available for this guide, and there is no state form with instructions to consult. So this page does not say a certificate is or is not required. Ask the Corporations Division before you file, and if it wants one, order it from the office in the state where the partnership is registered.

A foreign LLP's name must end in "LLP," "L.L.P.," "limited liability partnership" or "registered limited liability partnership," or comparable words its home state requires or authorizes (section 47(5)). Per the Division, the name may not use "incorporated" or "corporation," and the word "limited" is allowed only inside the required ending. Run a name search before you file.

Resident agent

The registration has to name a resident agent and give a street address in Massachusetts. For an LLP, the fee schedule shows no fee for appointing, resigning or revoking a resident agent. The LLP rules do not copy the corporation statute's list of eligible agents, and they state no office hours. In practice, supply a Massachusetts street address belonging to someone who will take the partnership's legal papers.

Each registered LLP files its annual report by the last day of February in every year after the year it registered (section 45(2)). The fee for each report is $500. The report repeats the name, principal office street address, federal employer identification number and a short description of the business. A professional partnership also names its licensed partners and certifies their licenses.

• Missed reports. When a report or its fee is overdue, the Secretary may revoke the registration, but only after giving at least sixty days' notice by mail to the principal office on file. The notice lists what is missing. If the reports are filed and the fees paid before the revocation date, the revocation does not happen.
• Amendments. A certificate of amendment signed by at least one partner costs $100.
• Withdrawal. Withdrawal needs a written notice executed by partners authorized by two-thirds of the partners, and costs $100. Leaving does not change a partner's liability for obligations that arose beforehand.

Massachusetts tax obligations are separate from the registration.

The LLP statute does not state a fine, a bar on suing, or any other penalty for a foreign LLP that does business without registering, and none is claimed on this page. That silence is not permission. The registration is what the statute says a foreign LLP "shall be required" to make, so do not read the lack of a stated penalty as a reason to wait.

The sensible comparison is with the neighboring regimes: a foreign corporation or limited partnership that fails to register cannot maintain a court proceeding in Massachusetts. Whether a court would apply anything similar to an LLP is a question for a Massachusetts attorney, not for a guide.

The checkout for foreign qualification serves LLCs and for-profit corporations. A limited liability partnership therefore files its own Massachusetts registration or hands it to its attorney. Mainstay provides the resident agent for $149 annually, flat, with no increase at renewal. Its Massachusetts address is the one you put on the registration, and it becomes public record. Should legal papers be served there, a scan reaches you that day at no charge, and government mail is scanned free up to three pieces a year.

If the partnership has another agent on record, Mainstay files the change and charges just the state's fee. See the Massachusetts registered agent page. Mainstay does paperwork and agent work and is not a law firm, so ask a Massachusetts attorney whether your partnership must register.