Foreign Limited Partnership Registration in Massachusetts

A limited partnership is foreign in Massachusetts if it was organized under the law of another jurisdiction. Registering records the partnership as authorized to do business here. It leaves the partnership agreement alone and does not shift the partnership's governance to Massachusetts.

The act is registration, under M.G.L. chapter 109, section 49. The filing office is the Secretary of the Commonwealth's Corporations Division, at One Ashburton Place, Room 1717, in Boston. The Division distributes the application as a PDF without a form number, and the fee schedule says "Cannot file electronically," so the choices are mail, hand delivery or fax.

Section 49 gives a foreign limited partnership ten days from the start of business here to submit its application. The statute does not invent a partnership test. It borrows the corporate one: a partnership is doing business if a foreign corporation doing the same thing would be, under chapter 156D, section 15.01.

Under that test, these count:

• Owning real estate in Massachusetts, or leasing it
• Construction, alteration or repair of a structure, railway or road
• Any other activity that needs labor performed in the Commonwealth

Several activities do not count by themselves: litigation, internal meetings, bank accounts, securities transfer offices, sales through independent contractors, orders accepted elsewhere, one-time deals outside a pattern, and interstate commerce. The statute adds that neither list is complete.

Holding rental property

A partnership with a Massachusetts building, or a lease on space here, sits on the wrong side of that division, because real estate is named as a trigger instead of an exclusion. When the facts are murkier, such as one employee working remotely from Massachusetts, get a Massachusetts attorney's view before deciding to wait.

The fee is $200 for an application mailed or delivered. Fax filing adds an expedite charge of $15. Checks go out payable to the Commonwealth of Massachusetts.

What the application lists

• The partnership's exact name, plus the name it will use here if that differs
• Where it was organized and on what date
• The general nature of the business planned for Massachusetts
• The business address of its principal office, and of any Massachusetts office
• Each general partner's name, business address and home address
• The Massachusetts resident agent (name and street address) and that agent's written consent
• The place where it keeps the roster of limited partners and what each contributed, with a promise to retain those records until cancellation

A general partner signs and swears to it, and the Division insists on an original signature. A general partner that is itself a foreign corporation or LP has to register as well, while an entity whose only role is limited partner does not. If the home-state certificate of limited partnership already covers some of the required information, an attested copy can replace that part, provided a general partner adds a signed and sworn cover letter.

Massachusetts wants it. Section 49 says the application must come with a certificate of legal existence from the officer or agency in the jurisdiction of organization that is authorized to issue it, or other evidence the Secretary accepts. The Division's fee schedule sets the age limit: the certificate of legal existence, good standing or authority must be under 90 days old. A certificate in a language other than English must be accompanied by the translator's sworn translation.

Some jurisdictions issue no certificate for limited partnerships. In that case the Division says it will take a certified duplicate of the partnership's own home certificate, or a sworn statement by an officer of the home filing agency giving the date it was filed. The home state sets the price of whichever document it provides.

A foreign LP can register and do business under any name a Massachusetts limited partnership could assume, whether or not it is the home name (section 51). The Division's page says the name has to contain the words "limited partnership" in full, and it cannot be identical or deceptively close to a corporation or LP already on file. A name can be held ahead of filing for $30 over 60 days.

The resident agent

Section 52 requires a resident agent, described as the partnership's attorney for service of process, and it borrows the corporate rules of sections 15.07, 15.08 and 15.09. In practice that means a resident individual, a corporation, nonprofit or LLC formed under Massachusetts law, or an outside entity of those kinds that holds Massachusetts authority. The agent's business office and the registered office are one and the same, a street address in the Commonwealth.

A Statement of Change of Resident Agent/Resident Office replaces the agent or the address. It costs $25 on paper and nothing online. A resigning agent's appointment lapses 31 days after the statement is filed.

Every registered foreign LP owes an annual report, due by the anniversary of its registration. On paper or by fax the fee is $500, and filed electronically it is $450. A general partner signs, and the report repeats the registration's information.

• Corrections. Whenever a registration statement was untrue or the facts change, a general partner files a correcting certificate promptly, signed and sworn (section 53). An amendment costs $100.
• Revocation. If annual reports are missed two years running, the Secretary can begin a revocation proceeding. The authority ends if the ground is still uncorrected 90 days after notice. To come back, pay $100, file every overdue report and supply a home certificate under 90 days old.
• Leaving. Cancellation and withdrawal are $100 each, and good standing must come first. A withdrawal certificate states that the partnership no longer does business in Massachusetts and that taxes and fees owed here are paid or provided for.

Excise and other Massachusetts tax questions sit outside this filing.

Section 55 ties foreign limited partnerships to the corporation rule in chapter 156D, section 15.02, whose headline consequence is that an unregistered business cannot keep a suit going in Massachusetts courts until it files. The cross-reference points to "subdivision A" of that section. The section's other subsections deal with money owed to the Commonwealth, so a Massachusetts attorney should say how far they reach a partnership.

A partnership that does business without registering, or that has withdrawn, is considered to have named the Secretary of the Commonwealth as its attorney to receive process. Section 55 states no fine amount for a limited partnership, and this page claims none.

Mainstay does not file the Massachusetts limited partnership application; the partnership or its attorney sends it to the Division. Mainstay supplies the agent. The price is $149 per year, flat, billed the same at renewal. The agent's Massachusetts street address goes into your application, and the public record will show it. A scan of any legal papers served at that address lands in your account the day they arrive, free, and three government letters per year are scanned at no charge.

Should a different agent hold the role today, Mainstay files the replacement and charges the state's fee through at cost. The Massachusetts registered agent page explains how to start. Mainstay is a paperwork and agent business and not a law firm, which is why the question of whether your partnership is doing business belongs with a Massachusetts attorney.